Silicon Valley Clean Energy Board of Directors
April 12, 2023

Staff Report – Item 5
Item 5: Adopt Resolution to Update Design of SVCE’s E-ELEC Generation Rate Discount From: Girish Balachandran, CEO
Prepared by: Peter Mustacich, Energy Services Lead
Adam Selvin, Director of Energy Services and Community Relations Date: 4/12/2023

RECOMMENDATION
Adopt Resolution 2023-07

1. Authorizing the CEO to amend SVCE’s E-ELEC residential rate to establish generation rates 30% lower than PG&E’s generation rates during Off-Peak summer and winter time-of-use periods, 10% higher than PG&E’s generation rates during Peak summer and winter time-of-use periods, and with no deviation (0%) from PG&E’s generation rates during Partial-Peak summer and winter time-of-use periods, to be implemented by May 1, 2023.

EXECUTIVE COMMITTEE RECOMMENDATION
At the March 24th Executive Committee meeting, multiple E-ELEC discount design options were presented, in accordance with staff's recommendation to the SVCE Board in December 2022 to reevaluate the approved electrification discount approach. The Executive Committee supported staff’s recommendation to establish generation rates 30% lower than PG&E’s generation rates during Off-Peak summer and winter time-of-use (TOU) periods, 10% higher than PG&E’s generation rates during Peak summer and winter TOU periods, and with no deviation (0%) from PG&E’s generation rates during Partial-Peak summer and winter TOU periods, in alignment with the “TOU Super” discount approach outlined below in this staff report. The Executive Committee also directed SVCE staff to evaluate including a phased enrollment approach whereby customers enrolled in the first phase would be offered a guaranteed discount duration, addressed in the “Additional Considerations” section of this report.

BACKGROUND
In December of 2022, the SVCE Board voted to adopt the E-ELEC (“Electric Home”) residential rate mirroring PG&E’s new rate established December 1, 2022. Qualification for the E-ELEC rate includes owning and operating a heat pump space or water heater, an energy storage system (ESS), and/or an electric vehicle (EV). The E-ELEC rate follows a time-of-use (TOU) structure similar to the EV-2A rate, which includes a daily schedule of Peak (4-9pm), Partial-Peak (3-4pm and 9pm-12am), and Off-Peak (12am-3pm) periods. The E-ELEC rate is currently only available to non-NEM customers, to be reevaluated by PG&E later this year as part of an E-ELEC Phase 2 rate release. Currently SVCE defers to PG&E for customer eligibility in the E-ELEC rate.

In December 2022, the SVCE Board also voted to approve $9.5M for an electrification discount. This was intended to support decarbonization of existing homes by reducing potential on-bill impacts of electrifying major gas-fired appliances. As part of the December 2022 resolution, a 10% SVCE generation rate discount was implemented on the E-ELEC rate beginning January 1, 2023. Staff informed the Board at the time of adoption that they intended to revisit the E-ELEC discount structure in order to explore further alignment with SVCE’s decarbonization objectives.

Item 5
IA'\ SILICON VALLEY ~ CLEAN ENERGY
Agenda Item: 5 Agenda Date: 04/12/2023

ANALYSIS & DISCUSSION
Budget Update
In December 2022 the SVCE Board approved $9.5M for a multi-year electrification discount, which took effect on January 1, 2023 as a 10% discount to SVCE's generation component of the E-ELEC rate. While SVCE has not yet strongly promoted the E-ELEC rate or the associated electrification discount, enrollment is open to qualifying customers through PG&E’s online rate tool or by calling PG&E customer service. Based on usage data from the beginning of 2023 through mid-February, 50 enrolled SVCE customers had earned roughly $1,650 in E-ELEC generation discounts. At the time of writing this staff report, approximately 140 SVCE customers were enrolled in the E-ELEC rate. The approved $9.5M discount funding is projected to accommodate linear growth of over 30,000 customers over a 5-year period, based on the current discount structure.

Staff is recommending the E-ELEC discount rate structure be updated to an alternate approach which is revenue neutral for the majority of SVCE residential customers but which promotes further decarbonization compared to the current E-ELEC discount structure.

Design of the E-ELEC Discount
SVCE staff has evaluated three alternate design options for the E-ELEC discount, which were compared to the discount structure currently in place. All three alternate designs are based around encouraging “beneficial electrification” through promoting more electricity consumption during Off-Peak TOU periods and reduced consumption during Peak periods. Structuring the discount to promote beneficial electrification aligns closely with SVCE’s mission by further decreasing customer energy bills, reducing stress on the grid, and lowering emissions by better aligning consumer demand with the supply of renewable generation.

All three discount approaches are compared to the current discount structure (“Flat 10%”) in the table below, which reflects the discount percentage relative to PG&E’s generation rates for each TOU period (negative indicating a reduced SVCE generation rate, and positive reflecting an increased SVCE generation rate relative to PG&E’s prices). Each option was designed to be approximately revenue neutral to SVCE for the average customer.

The “TOU Standard (Std)” discount was designed to shift the generation discount away from the Peak and Partial-Peak TOU periods to focus on further discounting the Off-Peak periods. “TOU Plus” and “TOU Super” take this concept a step further by increasing the Peak electricity cost relative to PG&E’s generation rates in order to further decrease Off-Peak prices. It is important to note that a larger price difference between Peak Item 5
SVCE's E-ELEC Generation Discount Rates per TOU Period
Flat 10% TOU Std TOU Plus TOU Super
Off-Peak -10% -20% -25% -30% ,.._
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Peak -10% 0% +5% +10%
,.._ Off-Peak -10% -20% -25% -30%
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Agenda Item: 5 Agenda Date: 04/12/2023

and Off-Peak rates supports beneficial electrification by more strongly incentivizing a shift in usage from Peak periods (when the grid is the most strained, is more reliant on natural gas peaker plants, and electricity is most expensive) to Off-Peak periods.

To evaluate potential impact of each discount design staff performed detailed analysis of customer electricity usage patterns and identified three main electricity usage profiles:

1. Average Customer – representing 90% of SVCE customers

2. Savvy Customer – representing the top 5% of SVCE customers in terms of maximizing Off-Peak electricity usage while minimizing Peak energy consumption throughout the year

3. Heavy Peaker – representing the 5% of SVCE customers using the most Peak electricity and the least Off-Peak electricity throughout the year
Each customer profile was modeled as using the same amount of electricity annually (~9,150 kWh), but to consume the energy at different times throughout the day. This annual usage represents an “all-electric” single-family home, meaning that the major end-use appliances have been electrified (space and water heating). The analysis did not account for cooking energy due to the small overall contribution to energy consumption. It also did not account for clothes dryers since 70% of single-family homes in Climate Zone 4 (SVCE territory) were reported to have electric clothes drying according to the 2019 Residential Appliance Saturation Survey (RASS) issued by the California Energy Commission.

Annual customer savings from SVCE’s generation discount was evaluated for each of the four discount design options, presented in the graph below for each of the three customer usage profiles. Each customer profile includes a pie-chart reflecting the percentage of annual electricity consumed per TOU period.

Even with increased Peak energy pricing in the “TOU Super” design, the Heavy Peaker profile is seen to benefit from a 3% discount, while the Average Customer receives the same 10% discount they would realize through today’s “Flat 10%” discount approach. However, by programming their appliances and implementing behavioral changes, the Average Customer could nearly double their current discount through the “TOU Super” discount design, promoting the type of beneficial electrification SVCE wants to encourage.

Based on this analysis, staff is recommending the Board update the E-ELEC discount design to reflect the “TOU Super” design by establishing generation rates 30% lower than PG&E’s generation rates during Off-Peak summer and winter TOU periods, 10% higher than PG&E’s generation rates during Peak summer and winter Item 5
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Agenda Item: 5 Agenda Date: 04/12/2023

TOU periods, and with no deviation (0%) from PG&E’s generation rates during Partial-Peak summer and winter TOU periods.

Additional Considerations
Staff evaluated the importance of incorporating a bill protection component in the “TOU Super” discount design in order to ensure customers’ electricity costs wouldn’t exceed the amount they would pay through PG&E’s E-ELEC generation rates. Based on analysis of 2022 customer usage data, staff determined that only 8 out of nearly 240,000 residential customer accounts would see increased costs on “TOU Super”. Therefore, it was determined that the cost and complexities of implementing bill protection are not warranted and that staff proposed instead to manually run monthly reporting screening for customers who might be at risk of incurring increased generation costs relative to PG&E.

Additionally, staff has evaluated the Executive Committee’s recommendation to include a discount “time guarantee” for customers enrolling in E-ELEC in order to provide increased financial confidence when investing in electric appliances. Based on the Executive Committee’s feedback, staff proposes the updated E-ELEC discount design include a phased approach, whereby the first 1,000 customers to enroll in E-ELEC are guaranteed the discount is in effect until at least January 1, 2027. Once Phase 1 is fully subscribed, SVCE staff will revisit the discount guarantee. Updates at that time could include revising the guarantee for a certain number of customers enrolled under Phase 2, removing the time guarantee altogether, or other alterations based on observations and data collected during Phase 1.

Planned Timing and Approach for the E-ELEC Discount Design Update If this recommendation is approved by the Board, the SVCE rate table for E-ELEC will be updated to reflect the revised generation rates. Updated generation rates will be provided for implementation in SVCE’s billing system, with a target start date by May 1, 2023.

STRATEGIC PLAN
Rate setting is directly supported by SVCE Strategic Plan Goal 8 – “Enact and maintain competitive service offerings for SVCE customers that deliver measurable economic and environmental benefits” and the accompanying measure, “Establish new rate program(s) to promote electrification, and matching of clean energy supply and demand.”

ALTERNATIVE
As presented to the Executive Committee in March, staff have prepared the following table of E-ELEC discount design options (compared with PG&E’s generation rates for comparison), with staff recommending the “TOU Super” design.

Item 5
PG&E Gen Flat 10% Discount TOU Std Discount TOU Plus Discount TOU Super Discount Off-Peak $0.09928 $0.08935 -10% $0.07942 -20% $0.07446 -25% $0.06950 -30% I...

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C Partial-Peak $0.11263 $0.10137 -10% $0.11263 0% $0.11263 0% $0.11263 0% ~ Peak $0.13260 $0.11934 -10% $0.13260 0% $0.13923 +5% $0.14586 +10% ... Off-Peak $0.15052 $0.13547 -10% $0.12041 -20% $0.11289 -25% $0.10536 -30% Cl) E
E Partial-Peak $0.19562 $0.17606 -10% $0.19562 0% $0.19562 0% $0.19562 0% ::, V)
Peak $0.29473 $0.26526 -10% $0.29473 0% $0.30946 +5% $0.32420 +10% Agenda Item: 5 Agenda Date: 04/12/2023

Both the “TOU Standard (Std)” and “TOU Plus” provide alternative options. Not adopting the proposed resolution would maintain the “Flat 10%” discount currently in place.

FISCAL IMPACT
Altering the E-ELEC discount design does not impact the approved $9.5M funding for the electrification discount. The approved funding would likely be spent in a slightly accelerated manner through adoption of the “TOU Super” design, as larger customer discounts would be encouraged through behavioral modification. It is anticipated the “TOU Super” design would support linear adoption of over 20,000 customers across a 5-year period.

ATTACHMENT

1. Resolution 2023-07, Approving Design Update to the E-ELEC Rate Discount Item 5
1 RESOLUTION 2023-07

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2023-07

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY APPROVING DESIGN UPDATE

TO THE E-ELEC RATE DISCOUNT
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, at the June 8, 2016 Board of Directors Meeting, the Board adopted the policy that the Authority’s customer generation rates for the default service will be 1% lower than Pacific Gas & Electric’s generation rates in place as of January 2017; and the policy allows reexamination of the rates, provided significant deviations in market prices or other extraordinary circumstances mandate an adjustment to the rates; and WHEREAS, on December 14, 2022, the Board of Directors adopted Resolution No. 2022-38 approving establishing an E-ELEC (“Electric Home”) residential rate to correspond with PG&E’s new rate; and
WHEREAS, on December 14, 2022, the Board of Directors adopted Resolution No. 2022-39 approving $9.5M for an electrification discount, to be commenced January 1, 2023 as a 10% discount to the E-ELEC residential rate, but which staff would reevaluate in 2023; and
WHEREAS, in April 2023, in order to better align the electrification discount with SVCE’s decarbonization objectives, the Board of Director’s desires to grant the Chief Executive Officer the authority to update the E-ELEC discount structure to reflect generation rates 30% lower than PG&E’s generation rates during Off-Peak summer and winter time-of-use periods, 10% higher than PG&E’s generation rates during Peak summer and winter time-of-use periods, and with no deviation (0%) from PG&E’s generation rates during Partial-Peak summer and winter time-of-use periods, to be made effective by May 1, 2023.

NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve, determine, and order as follows:

Section 1. The Chief Executive Officer is hereby authorized to amend the Authority’s January 2023 E-ELEC generation rate discount of 10% adopted by Resolution No. 2022-39, to establish generation rates 30% lower than PG&E’s generation rates during Off-Peak summer and winter time-of-use periods, 10% higher than PG&E’s generation rates during Peak summer and winter time-of-use periods, and with no deviation (0%) from PG&E’s generation rates during Partial-Item 5 Attachment 1
2 RESOLUTION 2023-07
Peak summer and winter time-of-use periods.

Section 2. The Authority’s electric generation rates, as adjusted by the Chief Executive Officer pursuant to Section 1 above, shall become effective by May 1, 2023.

The Authority’s adjusted E-ELEC electric generation rates shall be set forth in an updated 2023 Electric Generation Rates Schedule. The Chief Executive Officer shall provide a copy of the updated 2023 Electric Generation Rates Schedule to the Board of Directors at its first meeting after the E-ELEC SVCE electric generation rates are updated.

PASSED AND ADOPTED this 12th day of April 2023, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Mekechuk
City of Morgan Hill Alternate Director Carothers
City of Mountain View Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Alternate Director Srinivasan

Chair
ATTEST:

Andrea Pizano, Board Secretary
Item 5
Attachment 1
Appendix A
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Silicon Valley Clean Energy
Board of Directors Meeting
April 12, 2023
Appendix A
Power Resource Contracts Executed by CEO

CONFIRMATION
This confirmation agreement (“Confirmation”) confirms the Transaction between TransAlta Energy Marketing (U.S.) Inc. (“Seller”) and Silicon Valley Clean Energy Authority (“Purchaser”), each individually a “Party” and together the “Parties,” dated as of February 24, 2023 (“Effective Date”) regarding the sale and purchase of electric capacity and/or electric energy under the terms and conditions set forth below.

Transaction Number: 1174474 (Q2-23)
Purchaser: Silicon Valley Clean Energy Authority
Seller: TransAlta Energy Marketing (U.S.) Inc.

Trade Date: February 24, 2023
Type of Transaction: Inter-SC Trade
Term and Delivery Period:

Contract Quantity:

Contract Volume:

Contract Price:

Delivery Point:

Transaction Number: 1174474 (Q3-23)
Purchaser: Silicon Valley Clean Energy Authority
Seller: TransAlta Energy Marketing (U.S.) Inc.

Trade Date: February 24, 2023
Type of Transaction: Inter-SC Trade
Term and Delivery Period:

Contract Quantity:

Contract Volume:

Contract Price:

Delivery Point:

Transaction Number: 1174474 (Q4-23)
Purchaser: Silicon Valley Clean Energy Authority
Seller: TransAlta Energy Marketing (U.S.) Inc.

Trade Date: February 24, 2023
Type of Transaction: Inter-SC Trade
Term and Delivery Period:

Contract Quantity:

Contract Volume:

Contract Price:

Delivery Point:

DocuSign Envelope ID: 2F2F849B-4455-4D02-984A-B112D4D62D00 DocuSign Envelope ID: 26C4FE92-64C3-45E1-B51C-3CF7ED39EEA7 Appendix A TransAlta
Transaction Number: 1174474 (2024)
Purchaser: Silicon Valley Clean Energy Authority
Seller: TransAlta Energy Marketing (U.S.) Inc.

Trade Date: February 24, 2023
Type of Transaction: Inter-SC Trade
Term and Delivery Period:

Contract Quantity:

Contract Volume:

Contract Price:

Delivery Point:

Transaction Number: 1174474 (2025)
Purchaser: Silicon Valley Clean Energy Authority
Seller: TransAlta Energy Marketing (U.S.) Inc.

Trade Date: February 24, 2023
Type of Transaction: Inter-SC Trade
Term and Delivery Period:

Contract Quantity:

Contract Volume:

Contract Price:

Delivery Point:

Governing Terms: This Transaction is governed by the terms and conditions of the EEI Master Agreement dated July 24, 2017, as amended August 15, 2019, along with any schedules and amendments thereto (collectively, the “Master Agreement”), and is subject to all the terms and provisions of such agreement.

The Master Agreement andthis Confirmation shall be collectively referred to herein as the “Agreement”. If there is any conflict between the terms set forth in this Confirmation and the Master Agreement, the terms set forth in this Confirmation shall govern. Capitalized terms not otherwise defined in thisConfirmation have the meanings ascribed to them in the Master Agreement.

Counterparts: This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparty were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

Entire Agreement; No Oral Agreements Or Modifications: This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire Agreement between the DocuSign Envelope ID: 2F2F849B-4455-4D02-984A-B112D4D62D00 DocuSign Envelope ID: 26C4FE92-64C3-45E1-B51C-3CF7ED39EEA7 Appendix A TransAlta
Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Confirmation may be entered into only by a written agreement executed by both Parties, and no amendment or modification to this Confirmation shall be enforceable except through a written agreement executed by both Parties.

ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE.

TRANSALTA ENERGY MARKETING
(U.S.) Inc.

SILICON VALLEY CLEAN ENERGY

AUTHORITY
By: By:

Name:

Title:

Date:

Name:

Title:

Date:

Shauna Britton
Confirmation Coordinator
March 1, 2023
DocuSign Envelope ID: 2F2F849B-4455-4D02-984A-B112D4D62D00 COO & Director of Power Resources
3/2/2023
Monica Padilla
DocuSign Envelope ID: 26C4FE92-64C3-45E1-B51C-3CF7ED39EEA7 Appendix A TransAlta
DocuSigned by:

I MblAi~ p o.,JJio., L 5Z3FCl04l 1084CO
1 EEI RESOURCE ADEQUACY CONFIRMATION
This confirmation (“Confirmation”) confirms the transaction between Direct Energy Business Marketing, LLC (“DEBM”), (“Party A”) and Silicon Valley Clean Energy Authority (“Party B”), each individually a “Party” and together the “Parties”, dated as of February 23, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product. This Transaction is governed by the Edison Electric Institute Master Power Purchase and Sale Agreement between the Parties dated November 28, 2016 as amended from time to time (the “Master Agreement”). The Master Agreement and this Confirmation, including any applicable appendices, exhibits or amendments hereto, shall be collectively referred to herein as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff. References to Sections are references to Sections of this Confirmation unless stated to be references to Sections of the Master Agreement or a statute.

The terms of the Transaction to which this Confirmation relates are as follows:

Seller:

Direct Energy Business Marketing,
LLC
Ref: 96723000
Buyer: Silicon Valley Clean Energy Authority
Product: RAR Local RAR Flexible Capacity, as further
described in Appendix B
Contract Price ($/kW-day):

Contract Quantity (MW):

Delivery Period:

Unit Information: Described in Appendix B
Payment Terms: 20th Day of the month following the Delivery Period, as further described in Article 3
This Confirmation is subject to the Appendices identified below and attached hereto:

Appendix A – Defined Terms
Appendix B – Product and Unit Information
Appendix C – Notice Information
Appendix D – Planned Outage Schedule

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
2 IN WITNESS WHEREOF, the Parties have signed this Confirmation effective as of the Effective Date.

Direct Energy Business Marketing, LLC
Sign:

Print: Jay Robertson
Title: Director, West Commercial Operations
Silicon Valley Clean Energy Authority
Sign:

Print:

Title:

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 Girish Balachandran
CEO
DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
3 ARTICLE 1

TRANSACTION TERMS
Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are described on page 1 of this Confirmation and in Appendix B. Appendices A, B, C, and D are incorporated into this Confirmation.
☐ Firm RA Product:

Seller shall provide Buyer with the Product from the Unit in the amount of the Contract Quantity.

If the Unit is not available to provide the full amount of the Contract Quantity for any reason, then Seller shall have the option to supply Alternate Capacity pursuant to Section 2.3 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Buyer with the Contract Quantity and has failed to supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Section 2.5. ☒ Contingent Firm RA Product:

Seller shall provide Buyer with the Product from the Unit in the amount of the Contract Quantity.

If the Unit is not available to provide the full amount of the Contract Quantity as a result of any reduction of the Contract Quantity of the Unit in accordance with Section 2.2, Seller shall have the option to notify Buyer that either (a) Seller will not provide the portion of the Contract Quantity attributable to such reduction during the period of such non-availability; or (b) Seller will supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period pursuant to Section 2.3. If the Unit is not available to provide the full amount of the Contract Quantity as a result of any reason other than as provided in Section 2.2, then Seller shall have the option to supply Alternate Capacity pursuant to Section 2.3 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Buyer with the Expected Contract Quantity from the Unit and has failed to supply Alternate Capacity to fulfill the remainder of the Expected Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Section 2.5.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each day of the Delivery Period, Seller shall sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). Seller’s obligation to deliver the Expected Contract Quantity of Product for each day of the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
4 Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable day of the Delivery Period, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each day of the Delivery Period. The total amount of Product identified and confirmed for each day of the Delivery Period shall equal the Expected Contract Quantity. (d) Seller may sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel or be a nuclear generating facility. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Buyer with the specific information contemplated in Appendix B no later than the Notification Deadline for the Delivery Period. (e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any day of the Delivery Period, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Delivery Period.
(f) The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with Buyer’s instructions, including Buyer’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any day of the Delivery Period during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Buyer has elected to submit the Product from the Shown Unit(s) in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section 2.1(e) or (ii) Seller fails to submit the volume of Expected Contract Quantity for any day of the Delivery Period in such amount as instructed by Buyer for the applicable day(s) of the Delivery Period. Seller shall not have failed to deliver the Expected Contract Quantity if Buyer fails or chooses not to submit the Shown Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO.
(g) The Shown Unit(s) must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
5 2.2 Adjustments to Contract Quantity
If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliver the Contract Quantity for each day of the Delivery Period may be reduced at Seller’s option by the amount of any Planned Outages which exist with respect to any portion of the Unit during the applicable days of such Planned Outages; provided, (i) Seller notifies Buyer by the Notification Deadline applicable to that day of the Delivery Period of the amount of Product from the Unit that Buyer may include in Buyer’s Compliance Showings for each day of that month as a result of such Planned Outage, and (ii) such reduction is able to be reflected on the Supply Plans in accordance with the Tariff.

In the event Seller is unable to provide the Contract Quantity for any portion of a Delivery Period because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such portions of such Delivery Period from Replacement Units, provided Seller provides and identifies such Replacement Units in accordance with Section 2.3.

2.3 Seller’s Option To Provide Alternate Capacity
If Seller is unable to provide the full Contract Quantity for each day of each Delivery Period for any reason, including, without limitation, as provided in Section 2.2, or Seller desires to provide a portion of the Contract Quantity for any day of a Delivery Period from a different generating unit other than the Unit, then Seller may, at no cost to Buyer, provide Buyer with replacement Product from one or more Replacement Units in an amount such that the total amount of Product provided to Buyer from the Unit and any Replacement Unit(s) for each day of the Delivery Period is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Buyer in writing of its intent to provide Alternate Capacity and shall identify the Replacement Unit(s) from which such Alternate Capacity shall be provided before the Notification Deadline for such Delivery Period; and (b) The designation of any Replacement Unit(s) by Seller shall be subject to Buyer’s prior written approval, which shall not be unreasonably withheld.

Once Seller has identified in writing any Replacement Units that meet the requirements of this Section 2.3, and Buyer has approved such Replacement Units as consistent with this Confirmation, then any such Replacement Units shall be deemed a Unit for purposes of this Confirmation for that Delivery Period. Buyer’s approval of a Replacement Unit as to a given Delivery Period shall not be construed as approval of such Replacement Unit for any subsequent Delivery Period.

2.4 Planned Outages
As of the Confirmation Effective Date, Seller and Buyer have agreed to all Planned Outages as specified in Appendix D (“Planned Outage Schedule”) for all relevant Delivery Periods for the following calendar year, or until the end of the Delivery Period, whichever is shorter. Seller may provide Buyer with proposed changes to the Planned Outage Schedule from time to time. Within ten (10) Business Days after Buyer’s receipt of any such Seller proposed changes, Buyer shall notify Seller in writing of reasonable requests for modifications to such Seller proposed changes, DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
6 and Seller shall, to the extent consistent with Prudent Operating Practice, accommodate Buyer’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

2.5 Buyer’s Remedies for Seller’s Failure to Deliver Expected Contract Quantity (a) If Seller fails to deliver any part of the Expected Contract Quantity as required herein for any day of the Delivery Period, Seller shall be liable for damages pursuant to Section 4.1 of the Master Agreement.
(b) Seller shall indemnify, defend and hold harmless Buyer from any penalties, fines or costs, including Environmental Costs, assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product or a Shown Unit’s SC’s failure to timely or accurately submit Supply Plans in accordance with the Tariff and this Confirmation. The Parties shall use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.

2.6 Buyer’s Re-Sale of Product
(a) Buyer may re-sell all or part of the Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.6.

For any such a resale, the Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller shall, or shall cause the Shown Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller shall, and shall cause the Shown Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Shown Unit’s SC to comply with this Confirmation, Seller shall be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product.
(b) Buyer shall notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two (2) Business Days before the Notification Deadline for each Delivery Period for which Buyer has resold Product. Buyer shall notify Seller of any subsequent changes or further resales no later than two (2) Business Days before the Notification Deadline for the Delivery Period.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
7 (c) If CAISO or CPUC develops a centralized capacity market, Buyer shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity for re-sale into such market, and Seller and the Unit’s SC shall comply with the Buyer’s direction and Buyer shall retain and receive all revenues from such re-sale.
(d) Buyer shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller and the Unit’s SC shall comply with the Buyer’s direction and, to the extent that the CAISO designates the Expected Contract Quantity as CPM Capacity, Buyer shall be entitled to retain and receive the CPM Capacity Payment. Unless otherwise instructed by Buyer, (i) Seller shall not, and shall cause the Unit’s SC to not, offer any portion of the Expected Contract Quantity to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify Buyer of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Unit’s SC to not, accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.

ARTICLE 3

PAYMENTS

3.1 Payment
After Seller has delivered the Expected Contract Quantity in accordance with Section 2.1 and issued its invoice, Buyer shall pay for the Product as provided in Article Six of the Master Agreement and this Confirmation. Buyer shall make a monthly payment to Seller for each Unit by the later of (i) ten (10) Calendar Days after Buyer’s receipt of Seller’s invoice or (ii) the twentieth (20th) day of the month after the Delivery Period; provided, however, if such day is not a Business Day then payment shall be made by the following Business Day (“RA Capacity Payment”). Each Unit’s RA Capacity Payment shall be equal to the product of (a) the applicable Contract Price for the relevant day of the Delivery Period, (b) the Expected Contract Quantity for the day of the Delivery Period, and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the RA Capacity Payment shall be adjusted to reflect any portion of Expected Contract Quantity for the Delivery Period that was not delivered in accordance with Section 2.1 for such Showing Month.

3.2 Allocation of Other Payments and Costs
(a) Seller shall receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Buyer must promptly report receipt of any such revenues to Seller. Buyer must pay to Seller any such amounts described in this Section 3.2(a) received by Buyer or a Subsequent Buyer. Without prejudice to its other rights and remedies, Seller may DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
8 setoff and recoup any such amounts that are not paid to it pursuant to this Section

3.2(a) against any amounts owed to Buyer under the Master Agreement. (b) Buyer is to receive and retain all revenues associated with the Expected Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller shall promptly report receipt of any such revenues to Buyer. Seller shall pay to Buyer within thirty (30) days of receipt any such amounts received by Seller, or a Shown Unit’s SC, owner, or operator.

Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the Master Agreement.
(c) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller shall schedule or cause the Shown Unit’s SC to schedule or make available to CAISO the Expected Contract Quantity of the Product during the Delivery Period in compliance with the Tariff and perform all, or cause the Shown Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Buyer is not liable for, and Seller shall indemnify and hold Buyer harmless from, the failure of Seller or the Shown Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Shown Unit’s SC, owner, or operator for noncompliance.

4.2 Seller’s and Buyer’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Buyer and Seller shall take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (a) Buyer’s rights to the Expected Contract Quantity for the sole benefit of Buyer or any Subsequent Buyer, and (b) that Buyer may use the Expected Contract Quantity to meet its Compliance Obligations. Such commercially reasonable actions shall include, without limitation, cooperating with and providing, and causing each Shown Unit’s SC, owner, or operator to cooperate with and provide, requested and supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations, including to demonstrate that the Expected Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to satisfy RAR pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction.

If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
9 4.3 Seller’s Representations and Warranties
Seller represents and warrants to Buyer throughout the Delivery Period that:
(a) No part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) The Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product; (c) The aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit(s) during the Delivery Period does not exceed the Shown Unit’s Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for the Shown Unit(s);
(d) If applicable, Seller has notified either the Shown Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Buyer; and
(e) Seller has notified or will notify the Shown Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b), and such Shown Unit’s SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

4.4 Market Based Rate Authority
Upon Buyer’s written request, Seller shall, in accordance with FERC Order No. 697, submit a letter of concurrence in support of any affirmative statement by Buyer that this contractual arrangement does not transfer “ownership or control of generation capacity” from Seller to Buyer as the term “ownership or control of generation capacity” is used in 18 CFR Section 35.42. Seller shall not, in filings, if any, made subject to Order Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of generation capacity from Seller to Buyer.

ARTICLE 5
AMENDMENTS TO THE MASTER AGREEMENT; GENERAL PROVISIONS

5.1 Termination Payment
For this Transaction, the following is inserted at the end Section 5.2 of the Master Agreement:
“If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Buyer or a Subsequent Buyer is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its calculation of the Settlement Amount, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Buyer’s estimate DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
10 exceeds the actual amount of penalties, fines or costs, Buyer must promptly remit to Seller the excess amount with interest in accordance with Section 6.2 of the Master Agreement.

The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”

5.2 Confidentiality
Notwithstanding anything in the Master Agreement:
(a) Buyer may disclose information as necessary in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (b) Seller may disclose as necessary to a Shown Unit’s SC or as necessary for submitting Supply Plans;
(c) Each Party may disclose information as necessary to the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information as necessary to CAISO or any Governmental Body; and
(d) Buyer may disclose information to any Subsequent Buyer.

5.3 Dodd-Frank Act
Each Party represents and warrants to the other that it is an “eligible contract participant” within the meaning of the United States Commodity Exchange Act §1a(18). Without limiting Section

10.10 of the Master Agreement, the Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

5.4 Change in Law
If any action by the CPUC, CAISO or any Governmental Body having jurisdiction results in any change in applicable law occurring after the Confirmation Effective Date that (i) materially changes Buyer’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the performance of this Confirmation becomes impracticable, or (iii) changes the requirements for Resource Adequacy Requirements such that the Product can no longer be counted towards Buyer’s Resource Adequacy Requirements (a “Change in Law”), the Parties shall work in good faith to revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of Product sold hereunder in order to maintain the original intent of the Parties under this DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
11 Confirmation. If the Change in Law results in the Product no longer being able to be counted towards Buyer’s Resource Adequacy Requirements, and the Parties have not reached agreement within thirty (30) days after the initiation of discussions regarding the Change in Law on amendments that would allow the Product to be able to be counted towards Buyer’s Resource Adequacy Requirements, Buyer may terminate this Confirmation upon written notice to Seller, which shall be effective the next Business Day after such notice is received, and any such termination shall be without liability to either Party, subject to payment of any amounts owing as of the effective date of such termination.

5.5 Governing Law
This Confirmation, including the provisions and requirements of the Tariff and the definition of the Product and its components, and any portion of the Master Agreement applicable to this Transaction shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws rules thereof.

5.6 Credit and Collateral
Except as provided in the Master Agreement, neither Party shall be required to post collateral or other security for this Transaction.

5.7 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, facsimile or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by facsimile or electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

5.8 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement to the contrary, this Transaction may be confirmed only through a written document executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a written document executed by both Parties.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Appendix A - 1

APPENDIX A

DEFINED TERMS
“Alternate Capacity” means replacement Product which Seller has elected to provide to Buyer in accordance with the terms of Section 2.3.
“CAISO” means the California ISO or the successor organization to the functions thereof. “Capacity Attributes” means attributes of the Shown Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Shown Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Shown Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the Resource Adequacy Requirements of the CPUC for an applicable Delivery Period. “Contingent Firm RA Product” has the meaning set forth in Article 1 herein. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to the Resource Adequacy Requirements.
“Delivery Period” means the period specified in Appendix B during which Seller shall deliver the Product to Buyer.
“Effective Flexible Capacity” has the meaning given in the CAISO Tariff. “Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Appendix A - 2
“Expected Contract Quantity” means, with respect to any particular day of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide as Alternate Capacity with respect to such day, and (b) for Contingent Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide as Alternate Capacity with respect to such day, less any reductions to Contract Quantity for such day consistent with Section 2.2 with respect to which Seller has not elected to provide Alternate Capacity.

“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity” or “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local Resource Adequacy Requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in the CAISO Tariff. “Notification Deadline” is five (5) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month, or three (3) Business Days before the relevant deadlines for the corresponding Compliance Showings for the Delivery Period, if applicable.
“Planned Outage” means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. “Product” means RAR, Local RAR and/or FCR for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications described on page 1 of this Confirmation and contained in Appendix B.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Appendix A - 3
“Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Buyer under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Buyer under this Transaction. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric power industry during the relevant time period in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the electric power industry in the Western United States. “Replacement Unit” means a generating unit meeting the requirements specified in Section 2.3. “Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan, but not necessarily identified by Seller to Buyer on the Effective Date.
“Subsequent Buyer” means the Buyer of Product from Buyer in a re-sale of Product by Buyer. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit described in Appendix B. A Unit may not be a nuclear or coal-fired generating facility. “Unit EFC” means the lesser of the Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Appendix B - 1

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Delivery Period: June 1, 2023 to June 30, 2023 inclusive.

Contract Quantity and Contract Price:

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
□ □
Appendix B - 2
Unit Information
Name Topaz Solar Farm
Location San Luis Obispo County, CA
CAISO Resource ID TOPAZ_2_SOLAR
Product Type (Flexible or
Generic) Generic
SCID of Resource PCG2
Resource Type Solar
Resource Category (1, 2, 3 or 4) 4
Point of Interconnection with the
CAISO Controlled Grid
(“Substation”)
NA
Flexible RAR Category (1, 2 or 3) N/A
Path 26 (North, South or None) North
LAR Attributes (Yes or No) No
Local Capacity Area (if any, as of
Confirmation Effective Date) N/A
Deliverability restrictions, if any,
as described in most recent
CAISO deliverability
assessment
None
Run Hour Restrictions None
Flexible Capacity Category
(Base/Peak/Super-peak)(as of
the Confirmation Effective Date)
N/A
DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Party A: Direct Energy Business
Marketing, LLC
Party B: Silicon Valley Clean Energy
Authority
All notice information for Party A will be
as set forth on the Cover Sheet to the
Master Agreement unless otherwise set
forth below.

All notice information for Party B will be
as set forth on the Cover Sheet to the
Master Agreement unless otherwise set
forth below.

DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Appendix C - 2
DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Appendix D - 1

APPENDIX D

PLANNED OUTAGE SCHEDULE
Unit Name CAISO
Resource ID * Outage (MW)
SLIC
Outage
Start Date
SLIC
Outage
End Date

N/A N/A N/A N/A N/A
DocuSign Envelope ID: 30BD374D-FC6B-4534-9EBB-61626228B1E3 DocuSign Envelope ID: 43862CAE-D711-472D-AD9E-BD8EFFD6132E Appendix A Direct Energy
Calpine Deal: 3467901
1 O:\Confirmations\RA & LAR Deals\Silicon Valley Clean Energy Authority\3467901_Phys Capacity_SVCE_03.06.2023.docx

MASTER POWER PURCHASE AND SALE AGREEMENT

CONFIRMATION LETTER

BETWEEN
CALPINE ENERGY SERVICES, L.P.

AND

SILICON VALLEY CLEAN ENERGY AUTHORITY
This confirmation letter (“Confirmation”) confirms the Transaction between Calpine Energy Services, L.P., a Delaware limited partnership (“Seller”), and Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”), each individually a “Party” and together the “Parties”, dated as of March 6, 2023 (the “Confirmation Effective Date”), in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in Article 3 of this Confirmation. This Transaction is governed by the Edison Electric Institute Master Power Purchase and Sale Agreement between the Parties, and that certain Cover Sheet, effective as of March 9, 2018, along with any annexes and amendments thereto (collectively, the “Master Agreement”). The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or the Tariff (as defined herein).

1. DEFINITIONS

1.1 “Agreement” has the meaning specified in the introductory paragraph hereof.

1.2 “Alternate Capacity” means any replacement Product which Seller has elected to provide to Buyer in accordance with the terms of Section 4.5.

1.3 “Applicable Laws” means any law, rule, regulation, order, decision, judgment, or other legal or regulatory determination by any Governmental Body having jurisdiction over one or both Parties or this Transaction, including without limitation, the Tariff.

1.4 “Availability Incentive Payments” has the meaning set forth in the Tariff.

1.5 “Availability Standards” shall mean Availability Standards as defined in Section 40.9 of the Tariff or otherwise applicable to CAISO.

1.6 “Buyer” has the meaning specified in the introductory paragraph hereof.

1.7 “CAISO” means the California Independent System Operator or its successor.

1.8 “Capacity Replacement Price” means (a) the price actually paid for any Replacement Capacity purchased by Buyer pursuant to Section 4.7 hereof, plus costs reasonably incurred by Buyer in purchasing such Replacement Capacity, or (b) absent a purchase of any Replacement Capacity, the market price for such Designated RA Capacity not provided at the Delivery Point. The Buyer shall determine such market prices in a commercially reasonable manner. For purposes of the definition of Section 1.51 of the Master Agreement, “Capacity Replacement Price” shall be deemed to be the “Replacement Price.”

1.9 “Confirmation” has the meaning specified in the introductory paragraph hereof.

1.10 “Confirmation Effective Date” has the meaning specified in the introductory paragraph hereof.

1.11 “Contingent Firm RA Product” has the meaning specified in Section 3.4 hereof.

1.12 “Contract Price” means, for any Monthly Delivery Period, the price specified under the RA Capacity Price Table in Section 4.9.

DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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1.13 “Contract Quantity” means, with respect to any particular Showing Month of the Delivery Period, the amount of Product (in MWs) set forth in the table in Section 4.3 which Seller has agreed to provide to Buyer from the Unit for such Showing Month (as such amount may be adjusted pursuant to Section 4.4).

1.14 “Control Area” has the meaning set forth in the Tariff.

1.15 “CPUC Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-06-064, 06-07- 031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14-06-050, 15-06-063, 16-06-045, 17-06-027, 18-06-030, 18-06-031, 19-02-022 and 19-06-026, and any other existing or subsequent decisions related to resource adequacy issued from time to time by the CPUC, as amended from time to time.

1.16 “CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for LSE’s to demonstrate compliance with the CPUC’s resource adequacy program.

1.17 “Delivery Period” has the meaning specified in Section 4.1 hereof.

1.18 “Delivery Point” has the meaning specified in Section 4.2 hereof.

1.19 “Designated RA Capacity” shall be equal to, with respect to any particular Showing Month of the Delivery Period, the Contract Quantity of Product for such Showing Month including the amount of Contract Quantity that Seller has elected to provide Alternate Capacity with respect to, minus any reductions to Contract Quantity made in accordance with Section 4.4 with respect to which Seller has not elected to provide Alternate Capacity.

1.20 “Effective Flexible Capacity” means the flexible capacity of a resource that can be counted towards an LSE’s FCR obligation, as identified from time to time by the Tariff, the CPUC Decisions, LRA, or other Governmental Body having jurisdiction.

1.21 “FCR Attributes” means, with respect to a Unit, any and all FCR attributes that can be counted toward an LSE’s FCR, as they are identified from time to time by the CPUC Decisions, the Tariff, an LRA, or other Governmental Body having jurisdiction that can be counted toward FCR and are consistent with the operational limitations and physical characteristics of such Unit. For clarity, it should be understood that if the CAISO, LRA, or other Governmental Body, defines new or re-defines the FCR Attributes of a Unit, then such change will not result in a change in obligations or payments made pursuant to this Transaction.

1.22 “FCR Showings” means the FCR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE.

1.23 “Firm RA Product” has the meaning specified in the Section 3.3 hereof.

1.24 “Flexible Capacity Requirements” or “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction.

1.25 “Flexible RA Product” has the meaning specified in the Section 3.2 hereof.

1.26 “GADS” means the Generating Availability Data System or its successor.

1.27 “Generic RA Product” means Product consisting of RAR Attributes and, if applicable, LAR Attributes, which does not include FCR Attributes.

DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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1.28 “Governmental Body” means (i) any federal, state, local, municipal or other government; (ii) any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and (iii) any court or governmental tribunal.

1.29 “LAR” means local area reliability, which is any program of localized resource adequacy requirements established for jurisdictional LSEs by the CPUC pursuant to the CPUC Decisions, or by another LRA having jurisdiction over the LSE, as implemented in the Tariff. LAR may also be known as local resource adequacy, local RAR, or local capacity requirement in other regulatory proceedings or legislative actions.

1.30 “LAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes (or other locational attributes related to system reliability), as they are identified as of the Confirmation Effective Date by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the Unit within the CAISO Control Area, that can be counted toward LAR and are consistent with the operational limitations and physical characteristics of such Unit, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Unit is physically located or electrically interconnected. For clarity, it should be understood that if the CAISO, LRA, or other Governmental Body, defines new or re-defines existing local areas, then such change will not result in a change in obligations or payments made pursuant to this Transaction.

1.31 “LAR Showings” means the LAR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions, or to an LRA having jurisdiction over the LSE.

1.32 “LRA” has the meaning set forth in the Tariff.

1.33 “LSE” means load-serving entity. LSEs may be an investor-owned utility, an electric service provider, a community aggregator or community choice aggregator, or a municipality serving load in the CAISO Control Area (excluding exports).

1.34 “Master Agreement” has the meaning specified in the introductory paragraph hereof.

1.35 “Monthly Delivery Period” means each calendar month during the Delivery Period and shall correspond to each Showing Month.

1.36 “Monthly RA Capacity Payment” has the meaning specified in Section 4.9 hereof.

1.37 “NERC” means the North American Electric Reliability Council, or its successor.

1.38 “NERC/GADS Protocols” means the GADS protocols established by NERC, as may be updated from time to time.

1.39 “Net Qualifying Capacity” has the meaning set forth in the Tariff.

1.40 “Non-Availability Charges” has the meaning set forth in the Tariff.

1.41 “Notification Deadline” means fifteen (15) Business Days before the relevant deadlines for the corresponding RAR Showings, LAR Showings and/or FCR Showings for the applicable Showing Month.

1.42 “Outage” means disconnection, separation, or reduction in the capacity of any Unit that relieves all or part of the offer obligations of the Unit consistent with the Tariff. For the avoidance of doubt, Outage shall be deemed to include Planned Outage (defined below).

DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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1.43 “Party” and “Parties” have the meanings specified in the introductory paragraph hereof.

1.44 “Planned Outage” means, subject to and as further described in the CPUC Decisions and the Tariff (Planned Outage referred to as “Approved Maintenance Outage” under the Tariff), a CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit.

1.45 “Product” has the meaning specified in Article 3 hereof.

1.46 “RA Capacity” means the qualifying and deliverable capacity of the Unit for RAR, LAR, and FCR purposes for the Delivery Period, as determined by the CAISO, or other Governmental Body authorized to make such determination under Applicable Laws. RA Capacity encompasses the RAR Attributes, LAR Attributes and FCR Attributes of the capacity provided by a Unit, as applicable pursuant to this Confirmation.

1.47 “RA Capacity Price” means the price specified in the RA Capacity Price Table in Section 4.9 hereof.

1.48 “RAR” or “Resource Adequacy Requirements” means the resource adequacy requirements, exclusive of LAR and FCR, established for LSEs by the CPUC pursuant to the CPUC Decisions, by the CAISO under the Tariff, or by an LRA or other Governmental Body having jurisdiction.

1.49 “RAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes, as they are identified as of the Confirmation Effective Date by the Tariff, the CPUC Decisions, LRA, or any Governmental Body having jurisdiction, that can be counted toward RAR and are consistent with the operational limitations and physical characteristics of such Unit, exclusive of any LAR Attributes or FCR Attributes.

1.50 “RAR Showings” means the RAR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the CAISO), pursuant to the Tariff or CPUC Decisions, or to an LRA having jurisdiction.

1.51 “Replacement Capacity” has the meaning specified in Section 4.7 hereof.

1.52 “Replacement Unit” means a generating unit meeting the requirements specified in Section 4.5.

1.53 “Resource Category” shall be as described in the CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time.

1.54 “Scheduling Coordinator” or “SC” has the meaning set forth in the Tariff.

1.55 “Seller” has the meaning specified in the introductory paragraph hereof.

1.56 “Showing Month” shall be the calendar month during the Delivery Period that is the subject of the RAR Showing, LAR Showing, and/or FCR Showing, as applicable, as set forth in the CPUC Decisions. For illustrative purposes only, pursuant to the CPUC Decisions in effect as of the Confirmation Effective Date, the monthly RAR Showing made in June is for the Showing Month of August.

1.57 “Subsequent Buyer” means the purchaser of Product from Buyer in a re-sale of Product by Buyer.

1.58 “Supply Plan” means the supply plans, or similar or successor filings, that each Scheduling Coordinator representing RA Capacity submits to the CAISO, LRA, or other Governmental Body, pursuant to Applicable Laws, in order for that RA Capacity to count for its RAR Attributes, LAR Attributes, and/or FCR Attributes.

DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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1.59 “Tariff” means the tariff and protocol provisions of the CAISO, including associated rules, procedures and business practice manuals, as amended or supplemented from time to time.

1.60 “Transaction” has the meaning specified in the introductory paragraph hereof.

1.61 “Unit” or “Units” shall mean the generation assets described in Article 2 hereof (including any Replacement Units), from which RA Capacity is provided by Seller to Buyer.

1.62 “Unit EFC” means the Effective Flexible Capacity set by the CAISO for the applicable Unit. If the CAISO adjusts the Effective Flexible Capacity of a Unit after the Confirmation Effective Date, then for the period in which the adjustment is effective, the Unit EFC shall be deemed the lesser of (i) the Unit EFC as of the Confirmation Effective Date, and (ii) the CAISO-adjusted Effective Flexible Capacity. To the extent the Confirmation Effective Date of this Confirmation occurs prior to the CAISO’s setting of a Unit EFC for the applicable Unit, the Unit EFC shall be as agreed to by the Parties and specified in Article 2, and Seller represents that, to the best of its knowledge, this Unit EFC is consistent with the CAISO’s methodology for determining Unit EFC as of the Confirmation Effective Date. To the extent the CAISO creates new categories of flexible capacity during the term of this Transaction and a Unit can count toward such new categories of flexible capacity while operating consistent with the operational limitation and physical characteristics of such Unit, any and all such new categories of flexible capacity shall be deemed to be part of the Effective Flexible Capacity of that Unit. The above notwithstanding, to the extent the CAISO decides to reduce the applicable Unit EFC, Seller shall not be liable for any costs or damages related to such reduction and the Unit EFC shall be reduced per Section 4.4 of this Confirmation.

1.63 “Unit NQC” means the Net Qualifying Capacity set by the CAISO for the applicable Unit. If the CAISO adjusts the Net Qualifying Capacity of a Unit after the Confirmation Effective Date, then for the period in which the adjustment is effective, the Unit NQC shall be deemed the lesser of (i) the Unit NQC as of the Confirmation Effective Date, and (ii) the CAISO-adjusted Net Qualifying Capacity.

2. UNIT INFORMATION
Name: Creed Energy Center, Unit #1
Location: Suisun City, CA
CAISO Resource ID: LMBEPK_2_UNITA2
Resource Type: I_Phys_Res
Resource Category (1, 2, 3 or 4): 4
Point of interconnection with the CAISO Controlled Grid (“Substation”): LAMBIE SW STA Path 26 (North, South or None): North
Deliverability restrictions, if any, as described in most recent CAISO deliverability assessment:

None
Run Hour Restrictions: None
LAR Attributes (Yes/No): No
If yes: Local Capacity Area (as of Confirmation Effective Date): N/A Product Type (Flexible/Generic): Generic
If Generic: Unit NQC (as of the Confirmation Effective Date): 47.6 If Flexible: Unit EFC (as of the Confirmation Effective Date): N/A DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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3. RESOURCE ADEQUACY CAPACITY PRODUCT
During the Delivery Period, Seller shall provide to Buyer, pursuant to the terms of this Confirmation, the Contract Quantity of (i) RAR Attributes and, if applicable, LAR Attributes, and (ii) FCR Attributes, if Flexible RA Product is specified in Section 3.2, and the Contract Quantity shall be either a Firm RA Product or a Contingent Firm RA Product, as specified in either Section 3.3 or 3.4 (the “Product”). The Product does not confer to Buyer any right to the electrical output from the Units, other than the right to include the Designated RA Capacity associated with the Contract Quantity in RAR Showings, LAR Showings, and FCR Showings, as applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Confirmation. Specifically, no energy or ancillary services associated with any Unit is required to be made available to Buyer as part of this Transaction and Buyer shall not be responsible for compensating Seller for Seller's commitments to the CAISO required by this Confirmation. Seller retains the right to sell pursuant to the Tariff any RA Capacity from a Unit that is in excess of that Unit’s Contract Quantity and any RAR Attributes, LAR Attributes or FCR Attributes not otherwise transferred, conveyed, or sold to Buyer under this Confirmation.

3.1 RAR and LAR Attributes
Seller shall provide Buyer with RAR Attributes and, if applicable, LAR Attributes from each Unit, as measured in MWs, in accordance with the terms and conditions of this Agreement.

3.2 Flexible RA Product
Seller shall provide Buyer with FCR Attributes from the Units in the amount of the applicable Contract Quantity.

3.3 Firm RA Product
Seller shall provide Buyer with Product from the Units in the amount of the Contract Quantity. If, and to the extent, the Units are not available to provide the full amount of the Contract Quantity for any reason other than Force Majeure, including without limitation any Outage or any adjustment of the RA Capacity of any Unit, pursuant to Section 4.4, then, Seller shall provide Buyer with Product from one or more Replacement Units pursuant to Section 4.5 hereof. If Seller fails to provide Buyer with such Product from Replacement Units pursuant to Section 4.5, then Seller shall be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof.

3.4 Contingent Firm RA Product
Seller shall provide Buyer with Product from the Units in the amount of the applicable Contract Quantity; provided, however, that if, and to the extent that, (i) the Units are not available to provide the full amount of the Contract Quantity due to Force Majeure or any reduction in Contract Quantity in accordance with Section 4.4, and (ii) Seller has given Buyer timely notice pursuant to Section 4.5, then, Seller may either reduce the Contract Quantity or provide Buyer with Product from one or more Replacement Units pursuant to Section 4.5 hereof. If Seller fails to provide Buyer with any portion of the Designated RA Capacity (x) for a reason other than a Force Majeure, Planned Outage in accordance with Section 4.4(a), or reduction of the RA Capacity of any Unit, or (y) Seller failed to give Buyer timely notice pursuant to Section 4.5(a), then Seller shall be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof.

DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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4. DELIVERY AND PAYMENT

4.1 Delivery Period
The Delivery Period shall be June 1, 2023 through June 30, 2023, inclusive. For the avoidance of doubt, nothing in this Agreement shall obligate Seller to provide any RA Capacity to Buyer for any period after the end of the Delivery Period.

4.2 Delivery Point
The Delivery Point for each Unit shall be the CAISO Control Area, and if applicable, the LAR region in which the Unit is electrically interconnected.

4.3 Contract Quantity
The Contract Quantity of each Unit for each Monthly Delivery Period shall be:

Contract Quantity (MWs)

4.4 Adjustments to Contract Quantity
(a) Planned Outages: Seller’s obligation to deliver the Contract Quantity for any Showing Month may be reduced at Seller’s option if any portion of the Unit is scheduled for a Planned Outage during the applicable Showing Month; provided, Seller notifies Buyer, no later than the Notification Deadline, of the amount of Product from the Unit Buyer is permitted to include in Buyer’s RAR Showings, LAR Showings, and/or FCR Showings applicable to that month as a result of such Planned Outage.

If Seller is unable to provide the applicable Contract Quantity for a Showing Month because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such Showing Month from Replacement Units, provided, Seller provides and identifies such Replacement Units in accordance with Section 4.5. If Seller chooses not to provide Product from Replacement Units and a Unit is on a Planned Outage for the applicable Showing Month, then, the Contract Quantity shall be revised in accordance with any applicable adjustments stipulated by the CPUC Filing Guide or CAISO Tariff in effect for the applicable Showing Month in which the Planned Outage occurs. (b) Reductions in Unit NQC: If Product is both (i) Generic RA Product, and (ii) Contingent Firm RA Product specified under Section 3.4, then Seller’s obligation to deliver the applicable Contract Quantity for any Showing Month may also be reduced if the Unit experiences a reduction in Unit NQC as determined by the CAISO. Seller’s potential reduction in Contract Quantity for each remaining Showing Month shall equal the product of (a) the applicable Showing Month Contract Quantity and (b) the total amount (in MW) Unit NQC was reduced since Confirmation Effective Date, divided by (c) Unit NQC as of the Confirmation Effective Date. If the Unit experiences such a reduction in Unit NQC, then Seller has the option, but not the obligation, to provide the applicable Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product and/or DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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8 O:\Confirmations\RA & LAR Deals\Silicon Valley Clean Energy Authority\3467901_Phys Capacity_SVCE_03.06.2023.docx (ii) from Replacement Units, provided, that in each case Seller provides and identifies such Replacement Units in accordance with Section 4.5.
(c) Reductions in Unit EFC: If Product is both (i) Flexible RA Product specified under Section

3.2, and (ii) Contingent Firm RA Product specified under Section 3.4, then Seller’s obligation to deliver the applicable Contract Quantity of Product for any Showing Month may also be reduced if the Unit experiences a reduction in Unit EFC as determined by the CAISO. Seller’s potential reduction in Contract Quantity for each remaining Showing Month shall equal the product of (a) the applicable Showing Month Contract Quantity and (b) the total amount (in MW) Unit EFC was reduced since Confirmation Effective Date, divided by (c) Unit EFC as of the Confirmation Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller has the option, but not the obligation, to provide the applicable Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product and/or (ii) from Replacement Units, provided, that in each case Seller provides and identifies such Replacement Units in accordance with Section 4.5.
(d) UCAP: If during the Delivery Period the CAISO or the CPUC either replaces Unit NQC as the value utilized to measure the qualifying capacity of a Unit with a successor value such as unforced capacity (UCAP) or utilizes such successor value as a supplemental means of measuring the qualifying capacity of a Unit together with Unit NQC, then the Parties shall negotiate an amendment to this Confirmation so that from and after such replacement, Seller shall convey to Buyer an amount of qualifying capacity of such Unit, to be determined by Seller, of (i) no less than the amount obtained by calculating the Buyer’s share of such qualifying capacity on a pro rata basis but (ii) no more than the Contract Quantity. Seller’s pro-rata delivery obligation pursuant to clause (i) above will be obtained by calculating the product of (A) the Contract Quantity divided by the Unit NQC, multiplied by (B) the Unit’s overall qualifying capacity (in MW) as measured by such new method of measuring a Unit’s qualifying capacity).

4.5 Alternate Capacity and Replacement Units
(a) If Seller is unable to provide the full Contract Quantity for any Showing Month for any reason, including, without limitation, due to one of the reasons specified in Section 4.4, or Seller desires to provide the Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Buyer, provide Buyer with Alternate Capacity from one or more Replacement Units, with the total amount of Product provided to Buyer from the Unit and Replacement Units up to an amount equal to the Contract Quantity for the applicable Showing Month; provided that in each case, Seller shall notify Buyer of its intent (i) not to provide or (ii) to provide Alternative Capacity and identify Replacement Units meeting the above requirements no later than the Notification Deadline. If Seller notifies Buyer in writing as to the particular Replacement Units and such Units meet the requirements of this Section 4.5, then such Replacement Units shall be automatically deemed a Unit for purposes of this Confirmation for that Showing Month. (b) With respect to a Contingent Firm RA Product, if Seller does not provide Alternate Capacity in an amount equal to the Contract Quantity for that Showing Month, then Buyer may, but shall not be required to, purchase replacement Product. Seller shall not be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof if (i) the failure to deliver the full Contract Quantity is due to a reduction in Contract Quantity in accordance with Section 4.4 or Force Majeure and (ii) Seller has notified Buyer, no later than the Notification Deadline, of Seller’s intent not to provide Alternate Capacity in an amount equal to the Contract Quantity of that Showing Month.

4.6 Delivery of Product
DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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9 O:\Confirmations\RA & LAR Deals\Silicon Valley Clean Energy Authority\3467901_Phys Capacity_SVCE_03.06.2023.docx Seller shall provide Buyer with the Designated RA Capacity of Product for each Showing Month consistent with the following:
(a) Seller shall, on a timely basis, submit, or cause the Unit’s SC to submit, Supply Plans to identify and confirm the Designated RA Capacity provided to Buyer for each Showing Month so that the total amount of Designated RA Capacity identified and confirmed for such Showing Month equals the Designated RA Capacity, unless specifically requested not to do so by the Buyer.
(b) Seller shall cause the Unit’s Scheduling Coordinator to submit written notification to Buyer, no later than the Notification Deadline, that Buyer will be credited with the Designated RA Capacity for such Showing Month in the Unit’s Scheduling Coordinator Supply Plan so that the Designated RA Capacity credited equals the Designated RA Capacity for such Showing Month.

4.7 Damages for Failure to Provide Designated RA Capacity If Seller fails to provide Buyer with the Designated RA Capacity of Product for any Showing Month then the following shall apply:
(a) Buyer may, but shall not be required to, replace any portion of the Designated RA Capacity not provided by Seller with capacity having equivalent RAR Attributes, LAR Attributes and/or FCR Attributes as the Designated RA Capacity not provided by Seller, provided, that, if any portion of the Designated RA Capacity that Buyer is seeking to replace is Designated RA Capacity having RAR Attributes and no LAR Attributes (such capacity shall also include FCR Attributes if this is a Flexible Capacity Product) and no such RAR capacity is available, then Buyer may replace such portion of the Designated RA Capacity with other capacity having RAR Attributes and LAR Attributes (as well as FCR Attributes if this is a Flexible Capacity Product) (“Replacement Capacity”). Such Replacement Capacity may be provided by CAISO to Buyer pursuant to the Tariff. Buyer may enter into purchase transactions with one or more parties to replace any portion of Designated RA Capacity not provided by Seller. Additionally, Buyer may enter into one or more arrangements to repurchase its obligation to sell and deliver capacity to another party and, to the extent such transactions are done at prevailing market prices, such arrangements shall be considered equivalent to the procurement of Replacement Capacity. Buyer shall use commercially reasonable efforts to minimize damages when procuring any Replacement Capacity.
(b) Seller shall pay to Buyer at the time set forth in Section 4.1 of the Master Agreement, the following damages in lieu of damages specified in Section 4.1 of the Master Agreement:
an amount equal to the positive difference, if any, between (i) the sum of (A) the actual cost paid by Buyer for any Replacement Capacity, plus (B) each Capacity Replacement Price times the amount of the Designated RA Capacity neither provided by Seller nor purchased by Buyer pursuant to Section 4.7(a), and (ii) the Designated RA Capacity not provided for the applicable Showing Month times the Contract Price for that month. If Seller fails to pay these damages, then Buyer may offset those damages owed it against any future amounts it may owe to Seller under this Confirmation pursuant to Article Six of the Master Agreement.

4.8 Indemnities for Failure to Deliver Contract Quantity Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC or the CAISO, resulting from any of the following:
(a) Seller’s failure to provide any portion of the Designated RA Capacity; DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
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10 O:\Confirmations\RA & LAR Deals\Silicon Valley Clean Energy Authority\3467901_Phys Capacity_SVCE_03.06.2023.docx (b) Seller’s failure to provide notice of the non-availability of any portion of Designated RA Capacity as required under Section 4.6;
(c) A Unit Scheduling Coordinator’s failure to timely submit Supply Plans that identify Buyer’s right to the Designated RA Capacity purchased hereunder; or (d) A Unit Scheduling Coordinator’s failure to submit accurate Supply Plans that identify Buyer’s right to the Designated RA Capacity purchased hereunder.

With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize such penalties, fines and costs; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties and fines. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then Buyer may offset those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation.

4.9 Monthly RA Capacity Payment
In accordance with the terms of Article Six of the Master Agreement, Buyer shall make a Monthly RA Capacity Payment to Seller for each Unit, in arrears after the applicable Showing Month. Each Unit's Monthly RA Capacity Payment shall be equal to the product of (a) the applicable Contract Price for that Monthly Delivery Period, (b) the Designated RA Capacity for the Monthly Delivery Period, and (c) 1,000; provided, however, that the Monthly RA Capacity Payment shall be prorated to reflect any portion of Designated RA Capacity that was not delivered pursuant to Section 4.4 at the time of the CAISO filing for the respective Showing Month. The final product of this Monthly RA Capacity Payment calculation shall be rounded to the nearest penny (i.e., two decimal places).

RA CAPACITY PRICE TABLE

4.10 Allocation of Other Payments and Costs
Seller may retain any revenues it may receive from the CAISO or any other third party with respect to any Unit for (a) start-up, shut-down, and minimum load costs, (b) capacity revenue for ancillary services, (c) energy sales, (d) any revenues for black start or reactive power services, or (e) the sale of the unit-contingent call rights on the generation capacity of the Unit to provide energy to a third party, so long as such rights do not confer on such third party the right to claim any portion of the RA Capacity sold hereunder in order to make an RAR Showing, LAR Showing, FCR Showing, or any similar capacity or resource adequacy showing with the CAISO or CPUC. Buyer acknowledges and agrees that all Availability Incentive Payments are for the benefit of Seller and for Seller’s account, and that Seller shall receive, retain, or be entitled to receive all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards. The Parties acknowledge and agree that any Non-Availability Charges are the responsibility of Seller, and for Seller’s account and Seller shall be responsible for all fees, charges, or penalties, if any, resulting from Seller failing to achieve Availability Standards. However, Buyer shall be entitled to receive and retain all revenues associated with the Designated RA Capacity of any Unit during the Delivery Period (including any capacity or availability revenues from RMR Agreements for any Unit, Reliability Compensation Services Tariff, and Residual Unit Commitment capacity payments, but excluding payments described in clauses (a) through (c) above). In accordance with Section 4.9 of this Confirmation and Article Six of the Master Agreement, all such revenues received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall indemnify Buyer for any such revenues that Buyer does DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
Calpine
Calpine Deal: 3467901
11 O:\Confirmations\RA & LAR Deals\Silicon Valley Clean Energy Authority\3467901_Phys Capacity_SVCE_03.06.2023.docx not receive, and Seller shall pay such revenues to Buyer if the Unit’s SC, owner, or operator fails to remit those revenues to Buyer. If Seller fails to pay such revenues to Buyer, Buyer may offset any amounts owing to it for such revenues against any future amounts it may owe to Seller under this Confirmation.

5. CAISO OFFER REQUIREMENTS
During the Delivery Period, except to the extent any Unit is in an Outage, or is affected by an event of Force Majeure that results in a partial or full Outage of that Unit, Seller shall either schedule or cause the Unit’s Scheduling Coordinator to schedule with, or make available to, the CAISO each Unit’s Designated RA Capacity in compliance with the Tariff, and shall perform all, or cause the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the sale of Designated RA Capacity hereunder. Buyer shall have no liability for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions, including any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator, owner, or operator for such noncompliance.

6. RESERVED

7. OTHER BUYER AND SELLER COVENANTS

7.1. Buyer and Seller shall, throughout the Delivery Period, take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to ensure Buyer's right to the use of the Contract Quantity for the sole benefit of Buyer's RAR, LAR and/or FCR, as applicable. Such commercially reasonable actions (neither Party shall be required to spend more than $10,000 in total under the Agreement in support of such actions) shall include, without limitation:
(a) Cooperating with and providing, and in the case of Seller causing each Unit’s Scheduling Coordinator, owner, or operator to cooperate with and provide requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering RAR, LAR and/or FCR under Applicable Laws, to certify or qualify the Contract Quantity as RA Capacity and Designated RA Capacity. Such actions shall include, without limitation, providing information requested by the CAISO, the CPUC, or by an LRA having jurisdiction, to demonstrate for each month of the Delivery Period the ability to deliver the Contract Quantity from each Unit to the CAISO Controlled Grid for the minimum hours required to qualify as RA Capacity, and providing information requested by the CPUC, the CAISO or other Governmental Body having jurisdiction to administer RAR, LAR or FCR to demonstrate that the Contract Quantity can be delivered to the CAISO Controlled Grid, pursuant to “deliverability” standards established by the CAISO, or other Governmental Body having jurisdiction to administer RAR, LAR and/or FCR; and (b) Negotiating in good faith to make necessary amendments, if any, to this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by the CPUC, CAISO, FERC, or other Governmental Body having jurisdiction to administer RAR, LAR and FCR, so as to maintain the benefits of the bargain struck by the Parties on the Confirmation Effective Date.

7.2 Seller represents, warrants and covenants to Buyer that, throughout the Delivery Period:
(a) Seller owns or has the exclusive right to the RA Capacity sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other jurisdictional LRA, or other DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
Calpine
Calpine Deal: 3467901
12 O:\Confirmations\RA & LAR Deals\Silicon Valley Clean Energy Authority\3467901_Phys Capacity_SVCE_03.06.2023.docx Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right;
(b) No portion of the Contract Quantity has been committed by Seller to any third party in order to satisfy RAR, LAR, FCR or such analogous capacity obligations in CAISO markets, other than pursuant to an RMR Agreement between the CAISO and either Seller or the Unit’s owner or operator;
(c) No portion of the Contract Quantity has been committed by Seller in order to satisfy RAR, LAR, FCR, or analogous capacity obligations in any non-CAISO market; (d) Each Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, or is under the control of CAISO;
(e) The owner or operator of each Unit is obligated to maintain and operate each Unit using Good Utility Practice and, if applicable, General Order 167 as outlined by the CPUC in the Enforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Unit; provided, that the owner or operator of any Unit is not required to undertake capital improvements, facility enhancements, or the construction of new facilities; (f) The owner or operator of each Unit is obligated to comply with Applicable Laws, including the Tariff, relating to RA Capacity and, as applicable, RAR, LAR and/or FCR; (g) If Seller is the owner of any Unit, the respective cumulative sums of LAR Attributes, RAR Attributes, and FCR Attributes that Seller has sold, assigned or transferred for any Unit does not exceed that Unit’s RA Capacity;
(h) With respect to the RA Capacity provided under this Confirmation, Seller shall, and each Unit’s SC is obligated to, comply with Applicable Laws, including the Tariff, relating to RA Capacity, and RAR, LAR and FCR;
(i) Seller has notified the SC of each Unit that Seller has transferred the Designated RA Capacity to Buyer, and the SC is obligated to deliver the Supply Plans in accordance with the Tariff;
(j) Seller has notified the SC of each Unit that Seller is obligated to cause each Unit’s SC to provide to the Buyer, at least five (5) Business Days before the relevant deadline for each RAR Showing, LAR Showing, and/or FCR Showing, as applicable, the Designated RA Capacity of each Unit that is to be submitted in the Supply Plan associated with this Agreement for the applicable period; and
(k) Seller has notified each Unit’s SC that Buyer is entitled to the revenues set forth in Section

4.10 of this Confirmation, and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

8. CONFIDENTIALITY
Notwithstanding Section 10.11 of the Master Agreement, the Parties agree that Buyer may disclose information regarding this Transaction to any Governmental Body, the CPUC, the CAISO or any LRA having jurisdiction as necessary to support its LAR Showings, RAR Showings, and/or FCR Showings, as applicable, and Seller may disclose information regarding this Transaction to the SC of each Unit as necessary for such SC to timely submit accurate Supply Plans. Buyer may disclose information related to this Transaction to a Subsequent Buyer.

DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
Calpine
Calpine Deal: 3467901
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9. BUYER’S RE-SALE OF PRODUCT
(a) Buyer may re-sell all or a portion of the Contract Quantity of Product hereunder. Seller will, or will cause the Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. (b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month.

Buyer will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive all revenues from such re-sale. Seller agrees to take all commercially reasonable actions to assist Buyer with such re-sale, provided that Seller’s obligation to assist shall not require modification of any of the commercial terms of this Confirmation.

10. MARKET BASED RATE AUTHORITY
Seller agrees, in accordance with Federal Energy Regulatory Commission (FERC) Order No. 697, to, upon request of Buyer, submit a letter of concurrence in support of any affirmative statement by Buyer that this contractual arrangement does not transfer “ownership or control of generation capacity” from Seller to Buyer as the term “ownership or control of generation capacity” is used in 18 CFR Section 35.42. Seller also agrees that it will not, in filings, if any, made subject to Order Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of generation capacity from Seller to Buyer.

11. COLLATERAL REQUIREMENTS
Notwithstanding anything herein or in the Master Agreement to the contrary, Performance Assurance shall not be required from either Party in connection with this Transaction. [SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A
Calpine
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ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE Calpine Energy Services, L.P. Silicon Valley Clean Energy Authority By: ___________________________
Name: William Stokes
Title: Vice President
By: ____________________________
Name: _________________________
Title: ___________________________
DocuSign Envelope ID: 003AD6E6-57FF-42B5-98C0-FEDE3B3BEEB0 CEO
Girish Balachandran
DocuSign Envelope ID: C79058D8-52A2-4066-9BC0-D002591AFF2B Appendix A Calpine

EXECUTION DRAFT
1 WSPP CONFIRMATION

CARBON FREE ENERGY
This confirmation (“Confirmation”) confirms the transaction between Sonoma Clean Power Authority, a California joint powers authority (“Seller”) and Silicon Valley Clean Energy, a California joint powers authority (“Purchaser” and, together with Purchaser, the “Parties” and each individually, a “Party”) dated as of March 17th, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). This Transaction is governed by to terms of the WSPP Agreement, effective as of August 12, 2021, together with any and all exhibits, schedules or supplements thereto or incorporated therein by reference (the “Master Agreement”) and as amended and supplemented by this Confirmation; provided that, in the case of any conflict between this Confirmation and the Master Agreement, this Confirmation will govern. The definitions and provisions contained in the Master Agreement are incorporated into this Confirmation, except as otherwise modified herein. This Confirmation and the Master Agreement, including any schedules, appendices, exhibits or amendments thereto, shall collectively be referred to as the “Agreement” and will constitute a single agreement between the Parties.

Product: “Product” means Carbon Free Energy. “Carbon Free Energy” means energy generated by the Resource Pools as selected by Purchaser below.

Large Hydroelectric;
The list of Resources is set forth in Exhibit A.

Carbon Free Energy does not include any California RPS-eligible Energy generated from any Resource in the Resource Pool, nor does it include any California RPS-eligible attributes or any other current or future attributes associated with the Product.

Contract Quantity:

Contract Price:

Payment: For each month during the Delivery Period, (a) Purchaser will pay Seller an amount equal to the Contract Quantity delivered in such month multiplied by the Contract Price and (b) Seller’s designee shall cause the Energy associated with the Product to be delivered to the CAISO at the Delivery Point and shall be entitled to retain all CAISO revenues associated with such Energy.

Seller shall invoice Purchaser upon receipt of actual delivered volumes in an amount equal to the quantity of Product delivered to Purchaser during the invoice month multiplied by the Contract Price. With each invoice, Seller shall provide documentation to verify delivery of invoiced amounts of Product.

Within ten (10) Business Days after the delivery of the invoice, Purchaser shall pay Seller the amount invoiced.

DocuSign Envelope ID: 9E28DCA0-E392-4165-ABE2-264FF13E5FF3 DocuSign Envelope ID: F23BE09F-CAB8-48FF-BBCA-8AD4297471A2 Appendix A
SCP

EXECUTION DRAFT
2 Resource Pool: “Resource Pool” means, collectively, one or more of the Resources specified in Exhibit A for the Resource Pool.

Delivery Period: The “Delivery Period” shall commence on March 17th, 2023 through December 31st, 2023, inclusive.

Delivery Point: “Delivery Point” means where Seller shall deliver to, and Purchasershall take possession of, the Product, which shall be CAISO.

Attestation: Seller shall provide to Purchaser a report confirming the monthly Carbon Free Energy from the Resources within the Resource Pools in a final report following the Delivery Period (the “Final Report”). The Final Report will include the Product delivered from Seller to Purchaser from each Resource from the selected Resource Pool(s) as indicated above.

Seller will provide Purchaser with the Final Report promptly once the information is received from Supplier.

Scheduling: Throughout the Delivery Period, Seller shall cause to be delivered, and Purchaser shall receive the Product in accordance with the Confirmation.

Seller to deliver the Product in each hour to the CAISO at the Delivery Point.

Title and Reporting
Rights:

Title to the Product shall be deemed to pass from Seller to Purchaser at the Delivery Point.

Seller
Representations
and Warranties:

Seller represents and warrants the following:
(a) that it has the contractual rights to sell all rights, title, and interest in the Product to be delivered hereunder;
(b) it has not sold the Product required to be delivered hereunder, or any attribute thereof, to any other person or entity;
(c) it will not substitute or purchase any Product from any generating resource other than from the Resources in the Resource Pool for delivery hereunder, unless mutually agreed upon between Buyer and Seller;
(d) To the extent reasonably available to Seller, Seller will provide all reasonable information to Purchaser necessary for Purchaser to timely comply with periodic compliance reporting
requirements as set forth herein and as otherwise required by applicable law with respect to this Product, including documents that Purchaser is required to maintain or provide to the California Air Resources Board (CARB) in accordance with Assembly Bill (AB) 32. To the extent reasonably available to Seller, Seller shall maintain adequate records to reasonably assist Purchaser in meeting any reporting, verification, transfer, registration, or DocuSign Envelope ID: 9E28DCA0-E392-4165-ABE2-264FF13E5FF3 DocuSign Envelope ID: F23BE09F-CAB8-48FF-BBCA-8AD4297471A2 Appendix A
SCP

EXECUTION DRAFT
3 retirement requirements of a Governmental Authority associated with the Confirmation.

Seller makes no representation, warranty or covenant with respect to the following:
(a) Characterization, qualities, presence, or non-presence of any greenhouse gas (GHG) emissions of the Resources in the
Resource Pools, including whether Resources in the Resource Pools emit GHGs, the type of GHGs, the carbon intensity of the Resources or Resource Pool or anything related to the
environmental attributes of the Resources within the Resource Pools.
(b) The ability of Purchaser to use the Product for any compliance, regulatory, or reporting purpose.

Confidentiality: Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). Each Party (a “Receiving Party”) acknowledges that the other Party (a “Disclosing Party”) may submit information to the Receiving Party that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code Sections 6254 and 6255). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential”. The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information”), the Receiving Party shall notify the Disclosing Party as soon as practical that such request has been made. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.

Governing Law: Notwithstanding Section 24 of the Master Agreement, this Transaction and the rights and duties of the Parties hereunder shall be governed by DocuSign Envelope ID: 9E28DCA0-E392-4165-ABE2-264FF13E5FF3 DocuSign Envelope ID: F23BE09F-CAB8-48FF-BBCA-8AD4297471A2 Appendix A
SCP

EXECUTION DRAFT
4 and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law.

Collateral/Credit
Requirements:

Notwithstanding any provision in the Master Agreement to the contrary, including Section 27, neither Party shall be required to post collateral or other security for this Transaction.

No Recourse to
Members:

The Parties are each organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and are each a public entity separate from their constituent members. Each Party will solely be responsible for all of its debts, obligations and liabilities accruing and arising out of this Confirmation. Each Party agrees that it shall have no rights and shall not make any claims, take any actions or assert any remedies against any of the other Party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of the other Party or the other Party’s constituent members, in connection with this Confirmation.

Notices: Notwithstanding Section 12.1 of the Master Agreement, notices under this Confirmation shall be in writing and shall be deemed properly served, given or made if delivered by hand delivery, United States mail, overnight courier service, or email. The following names and addresses shall be used for notices and either Party may update its notice information by providing notice to the other Party in accordance with this paragraph.

Counterparts: This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

DocuSign Envelope ID: 9E28DCA0-E392-4165-ABE2-264FF13E5FF3 DocuSign Envelope ID: F23BE09F-CAB8-48FF-BBCA-8AD4297471A2 Appendix A
SCP

EXECUTION DRAFT
5 Entire Agreement;
No Oral
Agreements or
Modifications:

This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.

Definitions: Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof. “California RPS” or “California Renewables Portfolio Standard” means the California renewables portfolio standard, as set forth in Cal. Pub.

Util. Code §§ 399.11 et seq. and Cal. Pub. Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-025, D.11-12- 020, D.11-12-052, D.12-06-038 and D.14-12-023, and as may be modified by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto. “CEC” means the California Energy Commission.
“CPUC” means the California Public Utilities Commission. “Energy” means electrical energy, measured in MWh.
“Governmental Authority” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement.
“Large Hydroelectric” has the meaning set forth in Cal. Code Regs., Title 20, § 1391(k).
“MW” means megawatt.
“MWh” means megawatt-hour.
“Resource” means generation units contracted for through power purchase agreements by Seller.
[Signatures appear on the following page.]
DocuSign Envelope ID: 9E28DCA0-E392-4165-ABE2-264FF13E5FF3 DocuSign Envelope ID: F23BE09F-CAB8-48FF-BBCA-8AD4297471A2 Appendix A SCP

EXECUTION DRAFT
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

SONOMA CLEAN POWER
AUTHORITY, a California joint powers
authority
Sign:

Print:

Title:

Sign:

Print:

Title:

SILICON VALLEY CLEAN ENERGY, a
California joint powers authority
Sign:

Print: Girish Balachandran
Title: Chief Executive Officer Michael Koszalka
Chief Operating Officer
Deb Emerson
Managing Director
DocuSign Envelope ID: 9E28DCA0-E392-4165-ABE2-264FF13E5FF3 DocuSign Envelope ID: F23BE09F-CAB8-48FF-BBCA-8AD4297471A2 Appendix A SCP
[3:;tt,~,.c
SCA6489AC4C24C3 ...

EXECUTION DRAFT
Exhibit A-1

EXHIBIT A
List of Resources by Resource Pool
Resource Pool
Resource Name CAISO Resource ID EIA IDs
Balch #1 PH BALCHS_7_UNIT 1 217
Balch #2 PH BALCHS_7_UNIT 2
BALCHS_7_UNIT 3
218
Belden BELDEN_7_UNIT 1 219
Bucks Creek BUCKCK_7_PL1X2 220
Butt Valley BUTTVL_7_UNIT 1 221
Caribou 1 CARBOU_7_UNIT 1
CARBOU_7_PL2X3
222
Caribou 2 CARBOU_7_PL4X5 223
Cresta CRESTA_7_PL1X2 231
Drum #1 DRUM_7_PL1X2
DRUM_7_PL3X4
235
Drum #2 DRUM_7_UNIT 5 236
Electra ELECTR_7_PL1X3 239
Haas HAASPH_7_PL1X2 240
James B Black BLACK_7_UNIT 1
BLACK_7_UNIT 2
249
Kerckhoff #2 PH KERKH2_7_UNIT 1 682
Kings River KINGRV_7_UNIT 1 254
Pit 1 PIT1_7_UNIT 1
PIT1_7_UNIT 2
265
Pit 3 PIT3_7_PL1X3 266
Pit 4 PIT4_7_PL1X2 267
Pit 5 PIT5_7_PL1X2
PIT5_7_PL3X4
268
Pit 6 PIT6_7_UNIT 1
PIT6_7_UNIT 2
269
Pit 7 PIT7_7_UNIT 1
PIT7_7_UNIT 2
270
Poe POEPH_7_UNIT 1
POEPH_7_UNIT 2
272
Rock Creek RCKCRK_7_UNIT 1
RCKCRK_7_UNIT 2
275
Salt Springs SALTSP_7_UNITS 279
Stanislaus STANIS_7_UNIT 1 285
Tiger Creek TIGRCK_7_UNITS 287
NID-Chicago Park CHICPK_7_UNIT 1 412
Hoover Large Hydro NA/ Import 154
DocuSign Envelope ID: 9E28DCA0-E392-4165-ABE2-264FF13E5FF3 DocuSign Envelope ID: F23BE09F-CAB8-48FF-BBCA-8AD4297471A2 Appendix A
SCP
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 1 Appendix A – Defined Terms
Appendix B – Product and Unit Information
Appendix C – Notice Information
Appendix D – Planned Outage Schedule
This Confirmation is subject to the Appendices identified below and attached hereto:

WSPP RESOURCE ADEQUACY CONFIRMATION
This confirmation under the WSPP Agreement (“Confirmation”) confirms the transaction between Silicon Valley Clean Energy, a California joint powers authority (“SVCE”) and Clean Power Alliance of Southern California, a California joint powers authority (“CPA”), and each individually a “Party” and together the “Parties”, dated as of March 9, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). This Transaction is governed by the WSPP Agreement dated August 26, 2022 (the “WSPP Agreement”). The WSPP Agreement and this Confirmation, including any applicable appendices, exhibits or amendments hereto, shall be collectively referred to herein as the “Agreement” and will constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff.

The terms of the Transaction to which this Confirmation relates are as follows:

Purchaser
:

Silicon Valley Clean Energy Seller : Clean Power Alliance of Southern California
Product: RAR Local RAR Flexible Capacity, as
further described in Appendix B
Contract Price ($/kW-mo):

Contract Quantity (MW):

Delivery Period:

Unit:

Payment Terms:

Collateral:

Total Notional Value:

IN WITNESS WHEREOF, the Parties have signed this Confirmation effective as of the Effective Date.

Appendix A CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 2 SILICON VALLEY CLEAN ENERGY, a
California joint powers authority
Sign:

Print: Girish Balachandran
Title: Chief Executive Officer

CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA, a California
joint powers authority
Sign:

Print: Matthew Langer
Title: Chief Operating Officer
ARTICLE 1

TRANSACTION TERMS
Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are described on page 1 of this Confirmation and in Appendix B. Appendices A, B, C, and D are incorporated into this Confirmation.
☐ Firm RA Product:

Seller shall provide Purchaser with the Product from the Unit in the amount of the Contract Quantity. If the Unit is not available to provide the full amount of the Contract Quantity for any reason, then Seller shall have the option to supply Alternate Capacity pursuant to Section 2.3 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Purchaser with the Contract Quantity and has failed to supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 2.5. ☒ Contingent Firm RA Product:

Seller shall provide Purchaser with the Product from the Unit in the amount of the Contract Quantity. If the Unit is not available to provide the full amount of the Contract Quantity as a result of any reduction of the Contract Quantity of the Unit in accordance with Section 2.2, Seller shall have the option to notify Purchaser that either (a) Seller will not provide the portion of the Contract Quantity attributable to such reduction during the period of such non-availability; or (b) Seller will supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period pursuant to Section 2.3. If the Unit is not available to provide the full amount of the Contract Quantity as a result of any reason other than as provided in Section 2.2, then Seller shall have the option to supply Alternate Capacity pursuant to Section 2.3 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Purchaser with the Expected Contract Quantity from the Unit and has failed to supply Alternate Capacity to fulfill the remainder of the Expected Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 2.5.

Appendix A CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 3 ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). Seller’s obligation to deliver the Expected Contract Quantity of Product for each day of the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month shall equal the Expected Contract Quantity. (d) Seller may sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel or be a nuclear generating facility. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the specific information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. (e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with Purchaser’s instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit(s) in its Resource Adequacy Plan and such submission is accepted by the CPUC and Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 4 the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section

2.1(e) or (ii) Seller fails to submit the volume of Expected Contract Quantity for any Showing Month in such amount as instructed by Purchaser for the applicable Showing Month. Seller shall not have failed to deliver the Expected Contract Quantity if Purchaser fails or chooses not to submit the Shown Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit(s) must not have characteristics that would trigger the need for Purchaser or Seller to file an advice letter or other request for authorization with the CPUC.1

2.2 Adjustments to ContractQuantity
If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliver the Contract Quantity for each day of each Showing Month may be reduced at Seller’s option by the amount of any Planned Outages which exist with respect to any portion of the Unit during the applicable Showing Month for the applicable days of such Planned Outages; provided, (i) Seller notifies Purchaser by the Notification Deadline applicable to that Showing Month of the amount of Product from the Unit that Purchaser may include in Purchaser’s Compliance Showings for each day of that month as a result of such Planned Outage, and (ii) such reduction is able to be reflected on the Supply Plansin accordance with the Tariff.

In the event Seller is unable to provide the Contract Quantity for any portion of a Showing Month because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such portions of such Showing Month from Replacement Units, provided Seller provides and identifiessuch Replacement Unitsin accordance with Section 2.3.

2.3 Seller’s Option To Provide Alternate Capacity
If Seller is unable to provide the full Contract Quantity for each day of each Showing Month for any reason, including, without limitation, as provided in Section 2.2, or Seller desires to provide a portion of the Contract Quantity for any day of a Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Purchaser, provide Purchaser with replacement Product from one or more Replacement Units in an amount such that the total amount of Product provided to Purchaser from the Unit and any Replacement Unit(s) for each day of the Showing Month is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Purchaser in writing of its intent to provide Alternate Capacity and shall identify the Replacement Unit(s) from which such Alternate Capacity shall be provided before the Notification Deadline for such Showing Month; and (b) The designation of any Replacement Unit(s) by Seller shall be subject to Purchaser’s prior written approval, which shall not be unreasonably withheld. 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 12-04-046 Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 5 Once Seller has identified in writing any Replacement Units that meet the requirements of this Section 2.3, and Purchaser has approved such Replacement Units as consistent with this Confirmation, then any such Replacement Units shall be deemed a Unit for purposes of this Confirmation for that Showing Month. Purchaser’s approval of a Replacement Unit as to a given Showing Month shall not be construed as approval of such Replacement Unit for any subsequent Showing Month.

2.4 Planned Outages
As of the Confirmation Effective Date, Seller and Purchaser have agreed to all Planned Outages as specified in Appendix D (“Planned Outage Schedule”) for all relevant Showing Months for the following calendar year, or until the end of the Delivery Period, whichever is shorter. Seller may provide Purchaser with proposed changes to the Planned Outage Schedule from time to time.

Within ten (10) Business Days after Purchaser’s receipt of any such Seller proposed changes, Purchaser shall notify Seller in writing of reasonable requests for modifications to such Seller proposed changes, and Seller shall, to the extent consistent with Prudent Operating Practice, accommodate Purchaser’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

2.5 Purchaser’s Remedies for Seller’s Failure to Deliver Expected Contract Quantity (a) If Seller fails to deliver any part of the Expected Contract Quantity as required herein for any Showing Month, Seller shall be liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein.
(b) Seller shall indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, including Environmental Costs, assessed against Purchaser by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product or a Shown Unit’s SC’s failure to timely or accurately submit Supply Plans in accordance with the Tariff and this Confirmation. The Parties shall use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event shall Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Purchaser for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.

2.6 Purchaser’s Re-Sale of Product
(a) Purchaser may re-sell all or part of the Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section

2.6(a). For any such a resale, the Resource Adequacy Plan of Purchaser as used Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 6 herein will refer to the Resource Adequacy Plan of Subsequent Purchaser. Seller shall, or shall cause the Shown Unit’s SC, to follow Purchaser’s instructions with respect to providing such resold Product to Subsequent Purchasers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation.

Seller shall, and shall cause the Shown Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Purchasers to use such resold Product in a manner consistent with Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Shown Unit’s SC to comply with this Confirmation, Seller shall be liable to Purchaser for the amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product.
(b) Purchaser shall notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two (2) Business Days before the Notification Deadline for each Showing Month for which Purchaser has resold Product. Purchaser shall notify Seller of any subsequent changes or further resales no later than two (2) Business Days before the Notification Deadline for the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Purchaser shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity for re-sale into such market, and Seller and the Unit’s SC shall comply with Purchaser’s direction and Purchaser shall retain and receive all revenues from such re-sale.
(d) Purchaser shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller and the Unit’s SC shall comply with the Purchaser’s direction and, to the extent that the CAISO designates the Expected Contract Quantity as CPM Capacity, Purchaser shall be entitled to retain and receive the CPM Capacity Payment. Unless otherwise instructed by Purchaser, (i) Seller shall not, and shall cause the Unit’s SC to not, offer any portion of the Expected Contract Quantity to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify Purchaser of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Unit’s SC to not, accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.

ARTICLE 3

PAYMENTS

3.1 Payment
Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 7 Purchaser shall pay for the Product as provided in Article 9 of the WSPP Agreement and this Confirmation; except that under Section 9.4 of the WSPP Agreement, in case any portion of any bill is in dispute, then only the undisputed portion of the bill shall be paid when due. The disputed portion of the bill shall be adjusted or paid upon final resolution of the dispute. Purchaser shall make a monthly payment to Seller for each Unit by the later of (i) ten (10) Business Days after Purchaser’s receipt of Seller’s invoice or (ii) the twentieth (20th) day of the Showing Month; provided, however, if such day is not a Business Day then payment shall be made on the following Business Day (“Monthly RA Capacity Payment”). The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Expected Contract Quantity for the Showing Month, and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the Monthly RA Capacity Payment shall be adjusted to reflect any portion of Expected Contract Quantity for the Showing Month that was not delivered in accordance with Section 2.1 for such Showing Month.

3.2 Allocation of Other Payments and Costs
(a) Seller shall receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it pursuant to this Section 3.2(a) against any amounts owed to Purchaser under the WSPP Agreement.
(b) Purchaser is to receive and retain all revenues associated with the Expected Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller shall promptly report receipt of any such revenues to Purchaser. Seller shall pay to Purchaser within thirty (30) days of receipt any such amounts received by Seller, or a Shown Unit’s SC, owner, or operator. Without prejudice to its other rights, Purchaser may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement.
(c) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 8 ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller shall schedule or cause the Shown Unit’s SC to schedule or make available to CAISO the Expected Contract Quantity of the Product during the Delivery Period in compliance with the Tariff and perform all, or cause the Shown Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Purchaser is not liable for, and Seller shall indemnify and hold Purchaser harmless from, the failure of Seller or the Shown Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Shown Unit’s SC, owner, or operator for noncompliance.

4.2 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Purchaser and Seller shall take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (a) Purchaser’s rights to the Expected Contract Quantity for the sole benefit of Purchaser or any Subsequent Purchaser and (b) that Purchaser may use the Expected Contract Quantity to meet its Compliance Obligations. Such commercially reasonable actions shall include, without limitation, cooperating with and providing, and causing each Shown Unit’s SC, owner, or operator to cooperate with and provide, requested and supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations including to demonstrate that the Expected Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to satisfy RAR pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction.

If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Purchaser throughout the Delivery Period that:
(a) No part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) The Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product; (c) The aggregation of all amounts of Capacity Attributesthat Seller has sold, assigned, or transferred for the Shown Unit(s) during the Delivery Period does not exceed the Shown Unit’s Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for the Shown Unit(s);
Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 9 (d) If applicable, Seller has notified either the Shown Unit’s SC or the entity from which Seller purchased the Product that Seller hastransferred the Contract Quantity of Product for the Delivery Period to Purchaser; and
(e) Seller has notified or will notify the Shown Unit’s SC that Purchaser is entitled to the revenues set forth in Section 3.2(b), and such Shown Unit’s SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues.

4.4 Market Based Rate Authority
Upon Purchaser’s written request, Seller shall, in accordance with FERC Order No. 697, submit a letter of concurrence in support of any affirmative statement by Purchaser that this contractual arrangement does not transfer “ownership or control of generation capacity” from Seller to Purchaser as the term “ownership or control of generation capacity” is used in 18 CFR Section

35.42. Seller shall not, in filings, if any, made subject to Order Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of generation capacity from Seller to Purchaser.

ARTICLE 5
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

5.1 Termination Payment
For this Transaction, the following is inserted as a penultimate paragraph in Section 22.2(b) of the WSPP Agreement:
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section 9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”

5.2 Confidentiality
Notwithstanding Section 30.1 of the WSPP Agreement:
(a) (i) Purchaser may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 10 disclose to a Unit’s SC or as necessary for submitting Supply Plans; and (iii) Purchaser may disclose information to any Subsequent Purchaser. Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as Confidential that clearly contain information that is not confidential. (b) Upon request or demand of any third person or entity not a Party hereto to CPA pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Seller in writing via email that such request has been made. Seller will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release of the Requested Confidential Information to the third party by CPA. If Seller takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Seller does take or attempt to take such action, CPA shall provide timely and reasonable cooperation to Seller, if requested by Seller, and Seller agrees to indemnify and hold harmless CPA, its officers, employees and agents (“CPA Indemnified Parties”) from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of CPA Indemnified Parties for CPA’s refusal to disclose any Requested Confidential Information.

5.3 Dodd-Frank Act
The Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

5.4 Change in Law
If any action by the CPUC, CAISO or any Governmental Body having jurisdiction results in any change in applicable law occurring after the Confirmation Effective Date that (i) materially changes Purchaser’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the performance of this Confirmation becomes impracticable, or (iii) changes the Resource Adequacy Requirements such that the Product can no longer be counted towards Purchaser’s Resource Adequacy Requirements (a “Change in Law”), the Parties shall work in good faith to revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of Product sold hereunder in order to maintain the original intent. If the Change in Law results in the Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 11 Product no longer being able to be counted towards Purchaser’s Resource Adequacy Requirements, and the Parties have not reached agreement on amendments within thirty (30) days after the initiation of discussions regarding the Change in Law that would allow the Product to be able to be counted towards Purchaser’s Resource Adequacy Requirements, Purchaser may terminate this Confirmation upon written notice to Seller, which shall be effective the next Business Day after such notice is received, and any such termination shall be without liability to either Party, subject to payment of any amounts owing as of the effective date of such termination.

5.5 Governing Law
Notwithstanding Section 24 of the WSPP Agreement, this Transaction and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law.

5.7 No Recourse to Members of Purchaser
Purchaser is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Purchaser will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation. Seller will have no rights and will not make any claims, take any actions or assert any remedies against any of Purchaser's constituent members, or the officers, directors, advisors, contractors, consultants or employees of Purchaser or Purchaser's constituent members, in connection with this Confirmation.

5.8 Other WSPP Agreement Changes
For this Transaction, the WSPP Agreement shall be amended as follows:
(a) Section 22.1 of the WSPP Agreement is modified by inserting the following new text at the end thereof:
“(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that is unable to generally pay its debts as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 12 (b) Section 22.2(b) of the WSPP Agreement is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein.
(c) Section 22.3 of the WSPP Agreement is amended by:

In Section 22.3(c), deleting the third sentence thereof and replacing it with the following: “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.”
(d) In Section 22.3(e), delete the entire provision (including subsections) and replace it with the following: “[Intentionally omitted]”
(e) In Section 22.3(f), delete the entire provision and replace with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to Dispute Resolution pursuant to Section

34.”
(f) Section 28.1 of the WSPP Agreement shall be applicable and the Parties shall net monthly payments in accordance with Exhibit A of the WSPP. Both Parties intend for the netting provisions of Exhibit A to the WSPP Agreement to be effective on the Confirmation Effective Date.
(g) Section 30.1 of the WSPP Agreement is amended by inserting “or requested” after the word “required” in Section 30.1(4) and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders, counsel, accountants, advisors and agents who have a need to know such information and have agreed to keep such terms confidential”. (h) Subsections 34.1 and 34.2 of the WSPP Agreement are hereby deleted and replaced with the following:
“34.1 INFORMAL DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS
TRANSACTION, WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF

A WRITTEN NOTICE FROM EITHER PARTY IDENTIFYING SUCH

DISPUTE, THE PARTIES SHALL MEET, NEGOTIATE AND ATTEMPT, IN

GOOD FAITH, TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO RESOLVE A
Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 13 DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER

RECEIPT OF SUCH NOTICE, THEN EITHER PARTY MAY SEEK ANY AND

ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, SUBJECT TO THE LIMITATIONS SET FORTH IN THIS TRANSACTION.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF

THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE
CONVENIENCE OF SUCH FORUM.”
(i) The phrase “arbitration or” is hereby deleted from the first line of Section 34.4. (j) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES. EXCEPT AS OTHERWISE SPECIFIED

IN ANY CONFIRMATION, FOR BREACH OF ANY PROVISION OF THIS

CONFIRMATION AGREEMENT FOR WHICH AN EXPRESS REMEDY OR

MEASURE OF DAMAGES IS PROVIDED, THE EXPRESS REMEDY OR

MEASURE OF DAMAGES PROVIDED IS THE SOLE AND EXCLUSIVE

REMEDY UNDER THIS AGREEMENT AND THE AGREEMENT FOR THE

BREACH, LIABILITY FOR THE BREACH IS LIMITED AS SET FORTH IN

THE PROVISION AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN

ANY CONFIRMATION, IF NO EXPRESS REMEDY OR MEASURE OF

DAMAGES IS PROVIDED IN THIS AGREEMENT FOR A PARTICULAR

BREACH, LIABILITY FOR THE BREACH IS LIMITED TO DIRECT

DAMAGES ONLY, THE DIRECT DAMAGES ARE THE SOLE AND

EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR THE BREACH,

AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY
ARE WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY

CONFIRMATION, NEITHER PARTY IS LIABLE FOR ANY OTHER TYPE OF

DAMAGE, INCLUDING INCIDENTAL, PUNITIVE, EXEMPLARY,

CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED WITH LOST PROFITS, BUSINESS

INTERRUPTION AND LOSS OF GOODWILL) ARISING AT ANY TIME,

WHETHER IN TORT (INCLUDING THE SOLE OR CONTRIBUTORY

NEGLIGENCE OF EITHER PARTY OR ANY RELATED PERSON),

WARRANTY, STRICT LIABILITY, CONTRACT OR STATUTE, UNDER
ANY INDEMNITY PROVISION, OR OTHERWISE.”
(k) Section 37 of the WSPP Agreement is amended by inserting the following in the beginning of the section: “On the date of entering into this Confirmation,”.

Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC 14 (l) Section 41 “Witness” of the WSPP Agreement shall become Section 42 and the following “Standard of Review” Section shall be substituted in its place:
“The Parties agree as follows:

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v.

Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010). (ii) The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any otherstandard of review, including the “just and reasonable” standard.”

5.9 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, facsimile or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by facsimile or electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

5.10 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.

Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix A - 1

APPENDIX A

DEFINED TERMS
“Alternate Capacity” meansreplacement Product which Seller has elected to provide to Purchaser in accordance with the terms of Section 2.3.
“CAISO” means the California ISO or the successor organization to the functions thereof. “Capacity Attributes” means attributes of the Shown Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Shown Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Shown Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the Resource Adequacy Requirements of the CPUC for an applicable Showing Month. “Contingent Firm RA Product” has the meaning set forth in Article 1 herein. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to the Resource Adequacy Requirements.
“Effective Flexible Capacity” has the meaning given in the CAISO Tariff. “Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances. “Expected Contract Quantity” means, with respect to any particular day of any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product, including the Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix A - 2
amount of Contract Quantity of Product that Seller has elected to provide as Alternate Capacity with respect to such day, and (b) for Contingent Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide as Alternate Capacity with respect to such day, less any reductions to Contract Quantity for such day consistent with Section 2.2 with respect to which Seller has not elected to provide Alternate Capacity.
“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity” or “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local Resource Adequacy Requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in the CAISO Tariff. “Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Planned Outage” means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. “Product” means RAR, Local RAR and/or FCR for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications described on page 1 of this Confirmation and contained in Appendix B.
“Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction.

Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix A - 3
“Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric power industry during the relevant time period in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the electric power industry in the Western United States. “Replacement Unit” means a generating unit meeting the requirements specified in Section 2.3. “Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan, but not necessarily identified by Seller to Purchaser on the Effective Date.
“Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit described in Appendix B. A Unit or Shown Unit may not be a nuclear or coal-fired generating facility.
“Unit EFC” means the lesser of the Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix B - 1

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Delivery Period: June 1, 2023 - June 30, 2023, inclusive.

Contract Quantity and Contract Price:

RAR and Flex RAR, as applicable
Unit 1
Appendix A CPA
□
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix B - 2
Unit Specific Information
Resource Name Exchequer Hydro
Physical Location Snelling, CA
CAISO Resource ID EXCHEC_7_UNIT 1
SCID of Resource MEID
Unit NQC by month (e.g., Jan=50,Feb=65): 91.89
Unit EFC by month (e.g., Jan=30, Feb=50) 91.89
Resource Type (e.g., gas, hydro, solar, etc.) Hydro
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
1 TAC Area (e.g., PG&E, SCE) PG&E
Prorated Percentage of Unit Factor Varies
Prorated Percentage of Unit Flexible Factor Varies
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Buyer: Silicon Valley Clean Energy Seller: Clean Power Alliance of Southern California
Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix C - 2
Appendix A
CPA
DocuSign DocuSign Envelope Envelope ID: 7015A045 7355366C--76F4 52D3--46FA 479A--BF20 9B99--C8CF73AF3FE8 B4BFD4A957BC Appendix D - 1

APPENDIX D

PLANNED OUTAGE SCHEDULE
Unit Name CAISO
Resource ID *
Outage (MW)
SLIC
Outage
Start Date
SLIC
Outage
EndDate

N/A N/A N/A N/A N/A
Appendix A
CPA

EXECUTION VERSION
1 RESOURCE ADEQUACY CONFIRMATION LETTER
This confirmation letter (“Confirmation”) confirms the transaction agreed to on March 15, 2023 (the “Confirmation Date”), between Constellation Energy Generation, LLC and Silicon Valley Clean Energy Authority, by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product (the “Transaction”), and is governed by the EEI Master Power Purchase and Sale Agreement between the Parties, effective as of November 28, 2016 together with the Cover Sheet and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff.

ARTICLE 1

TRANSACTION TERMS
Seller: Constellation Energy Generation, LLC
Buyer: Silicon Valley Clean Energy Authority
Product, Delivery Period, Quantity, Contract Price and other specifics of the Product are in Appendix B. Appendices A, B, and C are incorporated into this Confirmation.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Buyer, and Buyer will purchase and receive from Seller, the Quantity of the Product from the Shown Unit(s).
(b) Seller will deliver the Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Quantity, less any excused deductions to the Quantity that is reduced or modified pursuant to Sections 2.1(i), (j) or (k), as applicable.
(d) If Seller desires to provide the Quantity of Product for any Showing Month during the Delivery Period from a generating unit other than the Unit (a “Replacement DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A Constellation

EXECUTION VERSION
2 Unit”), then Seller may, at no cost to Buyer, provide Buyer with Product from one or more Replacement Units, up to the Quantity, for the applicable Showing Month; provided that in each case, Seller shall notify Buyer in writing of such Replacement Units no later than the Notification Deadline. If Seller notifies Buyer in writing as to the particular Replacement Units and such Units meet the requirements of this Section 2.1, then such Replacement Units shall be automatically deemed a Unit for purposes of this Confirmation for the remaining portion of that Showing Month. (e) Seller may sell and deliver from a Shown Unit that meets requirements set forth in Appendix B, including the Resource Category and the Flexible Capacity Category.

Seller will identify the Shown Unit(s) and Quantity by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(f) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month.
(g) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Buyer has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section

2.1(e) or (ii) Seller fails to submit the volume of Quantity for any Showing Month in such amount as instructed by Buyer for the applicable Showing Month. Buyer will have received the Quantity if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Quantity if Buyer fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO.
(h) The Shown Unit must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.1
(i) Seller’s obligation to deliver the Quantity may be reduced if the Unit experiences a reduction in Unit NQC. If the Unit experiences such a reduction in Unit NQC after 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 12-04-046.

DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

EXECUTION VERSION
3 the Effective Date, then Seller has the option, but not the obligation, to provide the applicable Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available RA Capacity and/or (ii) from a unit that meets requirements set forth in Appendix B. To the extent Seller chooses not to provide the Quantity, then Seller’s obligation to deliver Quantity shall be reduced by (i) the Quantity for such day multiplied by (ii) the total amount (in MW) by which the Unit NQC was reduced since the Effective Date, divided by (iii) the Unit NQC as of the Effective Date.
(j) If the Product includes FCR Attributes, then Seller’s failure to deliver any of the Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Confirmation Date as determined by CAISO and Seller has provided notice of such reduction to Buyer by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s failure is excused will equal (i) the Quantity of FCR Attributes for such day multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Confirmation Date, divided by (iii) the Unit EFC as of the Confirmation Date. If the Unit experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Quantity of FCR Attributes for such day from the Shown Unit.
(k) If during the Delivery Period the CAISO or the CPUC either replaces Unit NQC as the value utilized to measure the qualifying capacity of a Unit with a successor value such as unforced capacity (UCAP) or utilizes such successor value as a supplemental means of measuring the qualifying capacity of a Unit together with Unit NQC, then from and after such replacement Seller will convey the equivalent amount of qualifying capacity of such Unit on a pro rata basis (i.e. following such replacement, Seller’s delivery obligation will be obtained by calculating the product of (i) the Quantity divided by the Unit NQC, multiplied by (ii) the Unit’s overall qualifying capacity (in MW) as measured by such new method of measuring a Unit’s qualifying capacity).

2.2 Buyer’s Remedies for Seller’s Failure to Deliver Quantity (a) If Seller fails to deliver any part of the Quantity as required herein for any Showing Month, except to the extent such obligation to provide the Quantity is reduced or modified pursuant to Section 2.1(i), (j) or (k), as applicable, Seller is liable for damages pursuant to Section 4.1 of the Master Agreement. (b) Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs, including Environmental Costs, assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product, except to the extent such obligation to provide the Quantity is reduced or modified pursuant to Section 2.1(i), (j) or (k), as applicable. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

EXECUTION VERSION
4 its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.
(c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Unit’s Scheduling Coordinator to offer, bid, or otherwise submit the applicable Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and Seller and the Unit’s Scheduling Coordinator shall comply with Buyer’s direction to the extent Seller is not required to incur any additional costs to qualify such Quantity of Product for participation in such centralized capacity market or follow such direction from Buyer. Buyer shall retain and receive all revenues from such re-sale.

2.3 Buyer’s Re-Sale of Product
(a) Buyer may re-sell all or part of the Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a).

For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation.

If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. Without limiting the foregoing provisions of this Section 2.3(a), if during the Delivery Period the CPUC implements a central procurement structure that identifies a central buyer to procure Capacity Attributes on behalf of LSEs, on either a full or residual basis, Seller shall take all commercially reasonable actions to assist Buyer with selling Capacity Attributes, as applicable, from the Quantity to such central buyer; provided that Seller’s obligation to assist shall not require modification of any of the commercial terms of this Confirmation, including without limitation the Contract Price, Delivery Period or the applicable Capacity Attributes.
(b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will notify Seller of any subsequent changes or further DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

EXECUTION VERSION
5 resales no later than two Business Days before the Notification Deadline for the Showing Month.

ARTICLE 3

PAYMENTS

3.1 Payment
After Seller has delivered the Quantity in accordance with Section 2.1 and issued its invoice, Buyer must pay for the Product as provided in Section 6.2 of the Master Agreement. The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Quantity for the Showing Month, and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the Monthly RA Capacity Payment shall be adjusted to reflect any portion of Quantity for the Showing Month that was not delivered in accordance with Section 2.1 at the time of the CAISO filing for such Showing Month.

3.2 Allocation of Other Payments and Costs
(a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Buyer must promptly report receipt of any such revenues to Seller. Buyer must pay to Seller any such amounts described in this Section 3.2(a) received by Buyer or a Subsequent Buyer. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Buyer under the Master Agreement.
(b) Buyer is to receive and retain all revenues associated with the Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)- (v) or 3.2(d). Seller must promptly report receipt of any such revenues to Buyer.

Seller must pay to Buyer any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the Master Agreement.
(c) If CAISO designates any part of the Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Buyer and not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

EXECUTION VERSION
6 ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Buyer is not liable for, and Seller will indemnify and hold Buyer harmless from, the failure of Seller or the Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Unit’s SC, owner, or operator for noncompliance.

4.2 Seller’s and Buyer’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Buyer and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Buyer’s rights to the Quantity for the sole benefit of Buyer or any Subsequent Buyer. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Buyer throughout the Delivery Period that:
(a) no part of the Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) the Unit qualifies under the Tariff for the Product, and the Unit and Seller are capable of delivering the Product;
(c) the aggregation of all amounts of Capacity Attributes sold, assigned, or transferred for the Unit during the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit;
(d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Quantity of Product for the Delivery Period to Buyer; and
(e) Seller has notified or will notify the Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

EXECUTION VERSION
7 ARTICLE 5
ADDITIONAL MASTER AGREEMENT AMENDMENTS; GENERAL PROVISIONS

5.1 Termination Payment
For this Transaction, the following is added to the end of Section 5.2 of the Master Agreement:
“If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Buyer or a Subsequent Buyer is not able to include the applicable Quantity in a Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer must promptly remit to Seller the excess amount with interest in accordance with Section 6.3 of the Master Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”

5.2 Confidentiality
Notwithstanding Section 10.11 of the Master Agreement, (i) Buyer may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose to a Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information to the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Buyer may disclose information to any Subsequent Buyer.

5.3 Dodd-Frank Act
Each Party represents and warrants to the other that it is an “eligible commercial entity” and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(17) and 1a(18), respectively. The Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed.

Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

5.4 Governing Law
DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

EXECUTION VERSION
8 For this Transaction, Section 10.6 of the Master Agreement is amended to replace “NEW YORK” with “CALIFORNIA”.

5.5 Collateral
Notwithstanding any provision in the Master Agreement to the contrary, neither Party shall be required to post collateral or other security for this Transaction. [Signature page follows]
DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

EXECUTION VERSION
9 AGREED AS OF THE CONFIRMATION DATE:

CONSTELLATION ENERGY

GENERATION, LLC

SILICON VALLEY CLEAN ENERGY

AUTHORITY
By:

Name:

Title:

By:

Name: Girish Balachandran
VP, Chief Risk Officer
Title: Chief Executive Officer
Matthew A. Stasch
DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A Constellation

APPENDIX A

DEFINED TERMS
“CAISO” means the California ISO.
“Capacity Attributes” means, with respect to a Unit, any and all attributes of the Unit, consistent with the operational limits and physical characteristics of such Unit, that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances. “FCR” means the Flexible Capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Unit, any and all resource adequacy attributes, consistent with the operational limits and physical characteristics of such Unit, as may be identified DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation
from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Product” means RAR, Local RAR and FCR, for the Delivery Period, Unit, Quantity, Contract Price and other specifications contained in Appendix B. “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Confirmation Date that is dedicated to Buyer under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Confirmation Date that is dedicated to Buyer under this Transaction. “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to Buyer on the Confirmation Date.
“Subsequent Buyer” means the buyer of Product from Buyer in a re-sale of Product by Buyer. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation
“Unit” means the generation unit described in Appendix B and any Shown Unit. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Confirmation Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by (i) CAISO or (ii) the CPUC. The Parties agree that if either the CAISO or CPUC adjusts the Net Qualifying Capacity of a Unit after the Confirmation Effective Date, that for the period in which the adjustment is effective, the Unit NQC shall be deemed the lesser of (i) the Unit NQC as of the Confirmation Effective Date, or (ii) the Net Qualifying Capacity for the applicable Delivery Period as adjusted by the CAISO or CPUC.

DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Additional Product Information (fill in all that apply):

CAISO Zone: As specified in unit tables
MCC Bucket: As specified in unit tables
CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): As specified in unit tables Delivery period: June 1, 2023 through June 30, 2023
Quantity and Contract Price:

RAR and Local RAR, as applicable
DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A Constellation
□
Unit 1
Unit Specific Information
Resource Name Dracker Solar Unit 1 BESS
CAISO Resource ID DRACKR_2_DSUBT1
SCID of Resource LPGE
Unit NQC by month (e.g., Jan=50, Feb=65): 63.00 MW
Unit EFC by month (e.g., Jan=30, Feb=50) 126.00
Resource Type (e.g., gas, hydro, solar, etc.) Battery Storage Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
3 TAC Area (North or South) South
Prorated Percentage of Unit Factor 15.87%
Prorated Percentage of Unit Flexible Factor 15.87%
Capacity Area (CAISO System, Fresno,
Sierra, , Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt )
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
1 Unit 2
Unit Specific Information
Resource Name Sunrise Power Project
CAISO Resource ID SUNRIS_2_PL1X3
SCID of Resource NRG1
Unit NQC by month (e.g., Jan=50, Feb=65): 586.02 MW
Unit EFC by month (e.g., Jan=30, Feb=50) 491.02 MW
Resource Type (e.g., gas, hydro, solar, etc.) Gas
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
1 TAC Area (North or South) North
Prorated Percentage of Unit Factor 8.53%
Prorated Percentage of Unit Flexible Factor 5.09%
Capacity Area (CAISO System, Fresno,
Sierra, , Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt )
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation

APPENDIX C

NOTICE INFORMATION
Silicon Valley Clean Energy
Authority
Constellation Energy Generation, LLC
DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation
DocuSign Envelope ID: 0790A59E-D676-496B-B0F5-E69A64BB52EE DocuSign Envelope ID: 2FC94DEE-D666-49B9-A3DA-C4B5F6E89E8A Appendix A
Constellation
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 1 RESOURCE ADEQUACY CONFIRMATION LETTER
This confirmation letter (“Confirmation”) confirms the transaction dated as of March 20, 2023 (the “Confirmation Date”), between Long Beach Generation LLC (“Long Beach”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE”), by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product (the “Transaction”). This Transaction is governed by the terms of Western Systems Power Pool Agreement effective as of August 26, 2022 along with any annexes and amendments thereto (collectively, the “WSPP Agreement”), which are incorporated herein by reference. Any conflicts between the WSPP Agreement and the Confirmation shall be resolved in the following order of control: first, the Confirmation; and second, the WSPP Agreement. Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff.

ARTICLE 1

TRANSACTION TERMS

1.1 Parties
Buyer: SVCE
Seller: Long Beach

1.2 Quantity, Contract Price, etc.

Product, Delivery Period, Quantity, Contract Price and other specifics of the Product for each Transaction entered into pursuant to this Confirmation are set forth in Appendix B. Appendices A, B and C are incorporated into this Confirmation.

1.3 Separate Transactions
Each Appendix B attached to this Confirmation memorializes a separate “Transaction” for the purposes of this Confirmation, including the rights and obligations of Buyer and Seller with respect to performance, payment, default and termination.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Buyer, and Buyer will purchase and receive from Seller, the Quantity of the Product from the Shown Unit(s).
(b) Seller will deliver the Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation.

Appendix A Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 2 (c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Quantity, including a request for Hold-Back Capacity pursuant to Article Five of this Confirmation, less any excused deductions to the Quantity.
(d) Seller may sell and deliver from a Shown Unit that meets requirements set forth in Appendix B. Seller will identify the Shown Unit(s) and Quantity by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. (e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month.
(f) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Buyer has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section 2.1(e) or (ii) Seller fails to submit the volume of Quantity for any Showing Month in such amount as instructed by Buyer for the applicable Showing Month. Buyer will have received the Quantity if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Quantity if Buyer fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.
(h) Reductions in Unit NQC: Seller’s obligation to deliver the applicable Quantity for any Showing Month may be reduced if the Unit experiences a reduction in Unit NQC after the Confirmation Date as determined by the CAISO. If the Unit experiences such a reduction in Unit NQC, then Seller has the option, but not the Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 3 obligation, upon written notice to Buyer by the Notification Deadline, to provide the applicable Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product, and/or (ii) alternate capacity from a Shown Unit. If the Seller forgoes the option in the preceding sentence, then in such an event, the Quantity for such Unit may be reduced in a pro rata amount with all other Product sales calculated with reference to the difference in Unit NQC and the then current Unit NQC. Seller shall provide notice to Buyer within three (3) business days of becoming aware that Unit NQC has been reduced. (i) Excused Reductions in Unit EFC: If the Product includes FCR Attributes, then Seller’s failure to deliver any of the Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Confirmation Date as determined by CAISO and Seller has provided notice of such reduction to Buyer by the Notification Deadline for the applicable Showing Month. In the event of such excused reductions in Unit EFC, Seller shall convey to Buyer a revised amount of qualifying EFC of such Unit, to be determined by Seller, of (i) no less than the amount obtained by calculating the Buyer’s share of such qualifying capacity on a pro rata basis but (ii) no more than the Contract Quantity. The extent to which Seller’s failure is excused will equal (i) the Quantity of FCR Attributes for such month multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Confirmation Date, divided by (iii) the Unit EFC as of the Confirmation Date. If the Unit experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Quantity of FCR Attributes for such day from the Shown Unit.

2.2 Buyer’s Remedies for Seller’s Failure to Deliver Quantity (a) If Seller fails to deliver any part of the Quantity as required herein for any Showing Month, Seller is liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein. (b) Seller agrees to indemnify Buyer from any penalties, fines or costs, including Environmental Costs, assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting directly from Seller’s failure to deliver the Product.

The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.
(c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to tell the Seller or the Unit’s SC to offer, bid, or otherwise submit the Quantity of Product for each day during the Delivery Period provided Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 4 to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive all revenues from such resale.

2.3 Buyer’s Re-Sale of Product
(a) Buyer may re-sell all or part of the Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section

2.3(a), and provided further that Buyer shall remain liable for payment under this Confirmation, notwithstanding such resale. For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. Notwithstanding the foregoing, any rights granted under this paragraph do not apply to the CAISO’s Competitive Solicitation Processes framework in Section 43A.4 of the Tariff; in the event either Party intends to participate in the CAISO’s Competitive Solicitation Processes, then the Parties shall coordinate compliance with the CAISO’s requirements for such participation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. (b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month.

3.1 Payment
ARTICLE 3

PAYMENTS AND COLLATERAL
After Seller has delivered the Quantity in accordance with Section 2.1 and issued its invoice consistent with the provisions of this Section 3.1, Buyer must pay for the Product as provided in Article 9 of the WSPP Agreement. Seller shall issue a monthly invoice for the Product, in arrears, which shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Quantity for the Showing Month, less any portion of the Quantity that was not delivered in accordance with Section 2.1, and (c) 1,000, rounded to the nearest penny (i.e., two decimal places) (the “Monthly RA Capacity Payment”). Buyer shall make the Monthly RA Capacity Payment by the later of (i) ten (10) days after Buyer’s receipt of Seller’s invoice and (ii) the twentieth (20th) day of the Showing Month, and if such day is not a Business Day, the next following Business Day.

Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 5 3.2 Allocation of Other Payments and Costs
(a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Buyer must promptly report receipt of any such revenues to Seller. Buyer must pay to Seller any such amounts described in this Section 3.2(a) received by Buyer or a Subsequent Buyer. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Buyer under the WSPP Agreement.
(b) Buyer is to receive and retain all revenues associated with the Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)- (v) or 3.2(d). Seller must promptly report receipt of any such revenues to Buyer.

Seller must pay to Buyer any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement.
(c) If CAISO designates any part of the Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Buyer and not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

3.3 Credit and Collateral Requirements
(a) Notwithstanding any provision in the WSPP Agreement to the contrary, including Section 27, Buyer shall not be required to post collateral or other security for this Transaction.
(b) Buyer shall have the right to become a Joining Party to that certain Collateral Agency and Intercreditor Agreement, dated as of December 1, 2021 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Generation Bridge, LLC, a Delaware limited liability company, the other Obligors from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other parties from time to time party thereto. Pursuant to the Intercreditor Agreement, the obligations of Seller under this Confirmation will become Secured Obligations and Buyer will become a Secured Party. Capitalized terms used in this Section 3.3(b) without definition shall have the respective Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 6 meaning assigned in the Intercreditor Agreement. During any period in which the Intercreditor Agreement remains in full force and effect and Buyer is entitled to the rights of a Joining Party thereunder, notwithstanding any provision in the WSPP Agreement to the contrary, including Section 27, Seller shall not be required to post additional collateral or other security for this Transaction.

ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Buyer is not liable for, and Seller will indemnify and hold Buyer harmless from, the failure of Seller or the Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Unit’s SC, owner, or operator for noncompliance.

4.2 Seller’s and Buyer’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Buyer and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Buyer’s rights to the Quantity for the sole benefit of Buyer or any Subsequent Buyer. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform these Transactions to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of each Transaction.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Buyer throughout the Delivery Period that:
(a) no part of the Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) the Unit qualifies under the Tariff for the Product, and the Unit and Seller are capable of delivering the Product;
(c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Unit during the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit; (d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Quantity of Product for the Delivery Period to Buyer; and
Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 7 (e) Seller has notified or will notify the Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

ARTICLE 5

HOLDBACK AND SUBSTITUTE CAPACITY
No later than three (3) Business Days before the before the relevant deadlines for the Compliance Showings applicable to that Showing Month, Buyer may request in writing that Seller not list, or cause the Unit’s Scheduling Coordinator not to list, in the Unit’s Supply Plan a portion or all of the Quantity for any portion of such Showing Month included in the Delivery Period (“Hold-Back Capacity”). Along with such request, Buyer shall also provide updated Unit information reflecting the requested change. The updated Unit information shall be in the form of the Supply Plan. Following Buyer’s request for Hold-Back Capacity, Buyer may request, in writing, that Seller make the previously requested Hold-Back Capacity available for Buyer’s use as Substitute Capacity within the respective Showing Month. Such request shall be received by Seller no later than eight (8) Business Days prior to the first day for which Buyer seeks to use such Substitute Capacity as required by the CAISO. The portion of the Quantity that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed Quantity delivered consistent with Section 2.1 for purposes of calculating a Monthly RA Capacity Payment pursuant to Section 3.1 and calculating any amounts due pursuant to Section 2.2. Seller shall, or shall cause the Unit’s Scheduling Coordinator to, comply with Buyer’s request under this Article Five.

ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 Termination Payment
For this Confirmation, the following is inserted as a penultimate paragraph in Section 22.2(b) of the WSPP Agreement:
“If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Buyer or a Subsequent Buyer is not able to include the applicable Quantity in a Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer must promptly remit to Seller the excess amount with interest in accordance with Section 9.3 of the WSPP Agreement.

The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of each Transaction and continue until after those penalties, fines or costs are finally ascertained.”
Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 8 6.2 Confidentiality
Notwithstanding Section 30.1 of the WSPP Agreement,, (i) Buyer may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose to a Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information to the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Buyer may disclose information to any Subsequent Buyer. Seller acknowledges that Buyer is a public agency subject to the requirements of the California Public Records Act (Cal. Gov. Code section 7920 et seq.).

6.3 Dodd-Frank Act
Each Party represents and warrants to the other that it is an “eligible contract participant” within the meaning of United States Commodity Exchange Act §1a(18). Without limiting Section 10.10 of the Master Agreement, the Parties intend these Transactions to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

6.4 Waiver of Jury Trial

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS CONFIRMATION. EACH PARTY

ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE ENTERED INTO THIS

CONFIRMATION, IN RELIANCE ON, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PROVISION.

6.5 Other WSPP Agreement Changes
For this Transaction, the WSPP Agreement shall be amended as follows:
(a) Section 9.4 is deleted in its entirety and replaced with the following:
“In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 9 the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in writing within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.”
(b) Section 22.1 is modified by inserting the following new text at the end thereof:
“(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that is unable to generally pay its debts as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(c) Section 22.2(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (d) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following: “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.”
(e) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(f) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to Dispute Resolution pursuant to Section 34.”
Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 10 (g) Section 28.1 is applicable and the Parties shall net monthly payments in accordance with Exhibit A of the WSPP. Both Parties intend for the netting provisions of Exhibit A to the WSPP Agreement to be effective on the Confirmation Date.
(h) Section 30.1 is amended by inserting “or requested” after the word “required” in Section 30.1(4) and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders, counsel, accountants, advisors and agents who have a need to know such information and have agreed to keep such terms confidential”.
(i) Subsections 34.1 and 34.2 are deleted and replaced with the following:
“34.1 INFORMAL DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS
TRANSACTION, WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF

A WRITTEN NOTICE FROM EITHER PARTY IDENTIFYING SUCH

DISPUTE, THE PARTIES SHALL MEET, NEGOTIATE AND ATTEMPT, IN

GOOD FAITH, TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY
AND INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER

RECEIPT OF SUCH NOTICE, THEN EITHER PARTY MAY SEEK ANY

AND ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY,
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS TRANSACTION.” “34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE

STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE
CONVENIENCE OF SUCH FORUM.”
(j) In Section 34.4, the phrase “arbitration or” is deleted from the first line. (k) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, FOR

BREACH OF ANY PROVISION OF THIS CONFIRMATION AGREEMENT

FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS
Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 11 AGREEMENT AND THE AGREEMENT FOR THE BREACH, LIABILITY

FOR THE BREACH IS LIMITED AS SET FORTH IN THE PROVISION AND

ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE
WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION,

IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, THE DIRECT

DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT FOR THE BREACH, AND ALL OTHER REMEDIES FOR
DAMAGES AT LAW OR IN EQUITY ARE WAIVED. EXCEPT AS

OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY IS

LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING

INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR

INDIRECT DAMAGES OF ANY NATURE (INCLUDING DAMAGES

ASSOCIATED WITH LOST PROFITS, BUSINESS INTERRUPTION AND

LOSS OF GOODWILL) ARISING AT ANY TIME, WHETHER IN TORT
(INCLUDING THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER

PARTY OR ANY RELATED PERSON), WARRANTY, STRICT LIABILITY,

CONTRACT OR STATUTE, UNDER ANY INDEMNITY PROVISION, OR
OTHERWISE.”
(l) Section 37 is amended by inserting the following in the beginning thereof: “On the date of entering into this Confirmation,”.
(m) Section 41 “Witness” shall become Section 42 and the following “Standard of Review” Section shall be substituted in its place:
“The Parties agree as follows:

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010).

Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 12 (ii) The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.”

6.6 Governing Law
(a) For each Transaction, Section 13.1 of the WSPP Agreement is amended to change “FERC” to “FERC or the CPUC”.
(b) Section 24 of the WSPP Agreement is deleted in its entirety and replaced with the following:
“This Confirmation, including the provisions and requirements of the Tariff and the definition of the Product and its components, and any portion of the WSPP Agreement applicable to this Confirmation shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws rules thereof.”

6.7 Forward Contracts
Section 35 of the WSPP Agreement is modified by inserting the following paragraph between the first and second sentences: “The Parties agree that each Party’s business consists in whole or in part of entering into forward contracts as or with merchants in capacity or energy, which is presently the subject of dealing in the forward contract trade. The Parties further agree that the transactions entered into pursuant to any Confirmations hereunder (as provided in Article 32 of the WSPP Agreement) are forward contracts involving the sale of capacity and/or energy, which are presently the subject of dealing in the forward contract trade. No Party shall assert before any court or other governmental authority either that another Party is not, or shall not be treated as, a forward contract merchant or that the transaction entered into pursuant, to any Confirmations hereunder (as provided in Article 32 of the WSPP Agreement) are not, or shall not be treated as, forward contracts under the United States Bankruptcy Code.”

6.8 Joint Powers Authority
Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (California Government Code Sections 6500 et seq.) and is a public entity separate and distinct from its members. Buyer shall solely be responsible for all of such Party’s debts, obligations and liabilities accruing and arising out of this Confirmation. Seller shall have no rights and shall not make any claim, take any actions or assert any remedies against any of the Buyer’s members, any cities or counties participating in Buyer’s community choice aggregation program, or any of Buyer’s retail customers in connection with this Confirmation.

Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 Girish Balachandran
CEO
Appendix A Long Beach

6.9 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation as a PDF attachment to an email shall be the same as delivery of a manually executed signature page.

6.10 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transactions into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement to the contrary, the Transactions may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to the Transactions shall be enforceable except through a Documentary Writing executed by both Parties.

AGREED AS OF THE CONFIRMATION DATE:

Long Beach Generation LLC
By: 'U-12--~
Name: Daniel R. Revers
Title: President
Silicon Valley Clean Energy Authority
By: _ ___ _ ____,.G_bi ....:.... ~ ... ~ .... ~~~"" ,'",...' _b_!\l,\, __ _ Name:

Title:
13 DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 Appendix A - 1

APPENDIX A

DEFINED TERMS
“Buyer” as used herein shall have the same meaning as “Purchaser” under the WSPP Agreement. “CAISO” means the California ISO.
“Capacity Attributes” means attributes of the Unit that may be counted toward Compliance Obligations, including: dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations. “CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “Contract Price” means the price specified in Appendix B for the Product during each month of the Delivery Period expressed in dollars per kilowatt-month ($/kW-month). “CPUC” means the California Public Utilities Commission. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“CPUC Filing Guide” is the document issued annually by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the CPUC’s resource adequacy program.
“Delivery Period” means the period specified in Appendix B during which Seller shall deliver the Product to Buyer.
“Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances.

Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 Appendix A - 2
“FCR” means the Flexible Capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Unit, any and all resource adequacy attributes of the Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Product” means RAR, Local RAR and FCR, for the Delivery Period, Unit, Quantity, Contract Price and other specifications contained in Appendix B. “Quantity” means the amount of Product, expressed in megawatts, to be delivered each month during the Delivery Period as specified in Appendix B.
“RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Resource Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to Buyer on the Confirmation Date.

Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 Appendix A - 3
“Subsequent Buyer” means the buyer of Product from Buyer in a re-sale of Product by Buyer. “Substitute Capacity” has the meaning set forth in the Tariff for “RA Substitute Capacity”. “Supply Plan” means the supply plan, or similar or successor filing, that a Scheduling Coordinator submits to the CAISO, CPUC, or other applicable governmental body in order for the Capacity Attributes to count toward Compliance Obligations. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit described in Appendix B or any Shown Unit. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Confirmation Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Confirmation Date and that of the Unit on a subsequent date of determination.

Appendix A
Long Beach
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 Appendix B - 1
Product:

APPENDIX B

PRODUCT AND UNIT INFORMATION
RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Delivery Period: January 1, 2024 through December 31, 2026, inclusive.

Quantity and Contract Price:

Showing Month and Year
RAR
Contract Quantity
(MW)
Flexible Capacity
Contract Quantity
(MW)
Contract Price
($/kW-mo.)
Unit Specific Information
Resource Name Long Beach Facility
Physical Location Long Beach, CA
CAISO Resource ID HINSON_6_LBECH3
SCID of Resource TBD
Unit NQC 63
Unit EFC 63
Resource Type (e.g., gas, hydro, solar, etc.) Combustion Turbine Resource Category (1, 2, 3 or 4) 4
Flexible RAR Category (1, 2 or 3) 1
Path 26 (North or South) South
Local Capacity Area (if any, as of
Confirmation Date)
N/A
Deliverability restrictions, if any, as
described in most recent CAISO
deliverability assessment
None
Run Hour Restrictions Use-Limited under Air Permit
Appendix A Long Beach
□
DocuSign Envelope ID: 608F117F-ED81-4074-93C2-69066B5421A9 Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: Long Beach Generation LLC Buyer: Silicon Valley Clean Energy Authority Appendix A
Long Beach
Bilateral Import Capability Transfer (Buy or Sell)
1 CONFIRMATION LETTER

BETWEEN

SILICON VALLEY CLEAN
ENERGY
AND

PENINSULA CLEAN
ENERGY
This Confirmation Letter including all appendices hereto (“Confirmation”) confirms the transaction between Peninsula Clean Energy, a California joint powers authority (“Seller”), and Silicon Valley Clean Energy, a joint powers authority (“Buyer”), each individually a “Party” and together the “Parties”, dated as of March 1, 2023 (the “Confirmation Effective Date”) in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in this Confirmation, in the amounts described in this Confirmation (the “Transaction”). This Transaction is governed the Western Systems Power Pool Agreement effective as of August 26, 2022, as amended from time to time, but not including any Exhibit or Service Schedule thereto unless and to the extent that such Exhibit or Service Schedule is expressly incorporated herein (collectively, the “Master Agreement”). The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation have the meanings described to them in the Master Agreement or, if not defined in the Master Agreement, in the CAISO Tariff. To the extent this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder.

ARTICLE 1. TRANSACTION TERMS

1.1 Product
Existing Contract Import Capability

1.2 Delivery of Product
Seller shall sell and deliver to Buyer, and Buyer shall receive and purchase from Seller, the Product at the Delivery Point in the amount of the applicable Contract Quantity for each day of each month of the Delivery Period.

1.3 Delivery Period and Term
(a) Delivery Period. The Delivery Period shall be June 1, 2023 through June 30, 2023, inclusive, unless terminated earlier in accordance with the terms of this Agreement.
(b) Term. The Term of this Transaction shall commence upon the Confirmation Effective Date and shall continue until the later of (i) the expiration of the

DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A PCE
Bilateral Import Capability Transfer (Buy or Sell)
2 Delivery Period or (ii) the date the Parties’ obligations under this Confirmation have been satisfied. This Confirmation shall be effective and binding as of the Confirmation Effective Date.

1.4 Delivery Point
The Delivery Point shall be the CAISO Branch Group corresponding to the CAISO Intertie PACI_MSL (COB).

1.5 Contract Quantity
The Contract Quantity for each day of each applicable Contract Month is as follows:

Contract Quantity (MWs for each day of such Contract Month)

1.6 Contract Price
The Contract Price means, for any Contract Month, the price specified in the Contract Price table as set forth below.

CONTRACT PRICE TABLE
ARTICLE 2. DELIVERY OBLIGATIONS

2.1 Delivery of Product
Within three (3) Business Days after the date that Seller receives the One-Time Payment from Buyer, Seller shall register the Bilateral Import Capability Transfer of the Product in the amount of the Contract Quantity at the Delivery Point in CAISO’s CIRA Tool(or successor platform)(the “Registration”). Seller shall complete promptly such other actions required by the CAISO to effect such transfer.

As soon as reasonably practicable thereafter, but no later than three (3) Business Days from Registration, Buyer shall accept and confirm Seller’s Registration in CAISO’s CIRA Tool and will then communicate to Seller whether the Bilateral Import Capability Transfer from Seller to Buyer of the Product in the amount of the Contract Quantity at the Delivery Point was successful or unsuccessful (a successful transfer, the “Transfer Completion Email”). If the Bilateral Import Capability Transfer from Seller to Buyer of the Product in the amount of the Contract Quantity at the Delivery Point is unsuccessful, the Parties shall begin the Registration process set forth in this Section 2.1 again, until the Parties receive a Transfer Completion Email.

DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A
PCE
Bilateral Import Capability Transfer (Buy or Sell)
3 2.2 Buyer’s Re-Sale of Product
Buyer may re-sell, at its sole cost and expense, all or a portion of the Product acquired under this Confirmation.

ARTICLE 3. PAYMENT

3.1 One-Time Payment
Buyer shall make a payment (“One-Time Payment”) to Seller no later than (10) Business Days after the date an invoice is received. Seller shall provide Buyer the invoice for the One-Time Payment no later than seven (7) Business Days from the Confirmation Effective Date.

The One-Time Payment shall be calculated as follows:

One-Time Payment = ∑n
i(A‹ൈ‹ൈͳͲͲͲሻ
where:

A = Contract Price (in $/kW-month) for Contract Month i B = Contract Quantity i (in MW) transferred by Seller for Contract Month i
i = Each Contract Month
n = number Contract Months

3.2 Offset Rights
Either Party may offset any amounts owing to it for revenues, penalties, fines, costs reimbursement, or other payments pursuant to Section 9 of the Master Agreement against any future amounts it may owe to the other Party under this Confirmation.

ARTICLE 4. CONFIDENTIALITY
(a) Both Parties may disclose the terms and conditions of this Agreement and any and all written or recorded or oral information, data, analyses, documents, and materials furnished or made available by a Party to the other Party in connection with this Agreement to the CAISO, the CPUC, and all divisions thereof, the CEC, and any Governmental Authority; provided, that each disclosing Party shall use reasonable efforts to limit,

DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A
PCE
Bilateral Import Capability Transfer (Buy or Sell)
4 to the extent possible, the information disclosed and the ability of any such applicable Governmental Authority or the CAISO to further disclose such information;
(b) Both Parties may disclose the terms of this Confirmation to the CAISO, as necessary, to effectuate Seller’s performance and the transfer of the Product and the Parties acknowledge that the CAISO may publicly disclose the transfer of the Product from Seller to Buyer in accordance with the CAISO Tariff promptly following Seller’s performance; (c) In the event Buyer resells all or any portion of the Product, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction, other than the Contract Price; and
(d) Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.); and, in the event of a public records requests pursuant to this act or any other applicable law, either party may disclose this Confirmation and such disclosure shall not be a violation of this Article 4; provided, that each disclosing Party shall first provide notice of its intended disclosure and cooperate reasonably with the other party in such other party’s efforts to maintain the confidentiality of this Confirmation or its contents.

ARTICLE 5. GENERAL PROVISIONS

5.1 Governing Law
Notwithstanding Section 24 of the Master Agreement, this Transaction and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law.

5.2 Collateral/Credit Requirements
Notwithstanding any provision in the Master Agreement to the contrary, including Section 27, neither Party shall be required to post collateral or other security for this Transaction.

5.3 No Recourse to Members of Buyer and Seller
Buyer and Seller are each organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members.

Buyer and Seller will each solely be responsible for all of its debts, obligations and liabilities accruing and arising out of this Confirmation. Neither Buyer no Seller will have any rights and shall not make any claims, take any actions or assert any

DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A
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Bilateral Import Capability Transfer (Buy or Sell)
5 remedies against any of the other party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of such other party or such other party’s constituent members, in connection with this Confirmation.

5.4 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, facsimile or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by facsimile or electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

5.5 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.
[Signature page follows]

DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A
PCE
Bilateral Import Capability Transfer (Buy or Sell)
6 In WITNESS WHEREOF, the Parties have caused this Confirmation to be duly executed as of the Confirmation Effective Date:

PENINSULA CLEAN
ENERGY, a California joint
powers authority
By:

Name:

Title:

SILICON VALLEY CLEAN
ENERGY, a
California joint powers authority
By:

Name:

Title:

Janis C. Pepper
CEO
DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A PCE
Bilateral Import Capability Transfer (Buy or Sell)
7 APPENDIX A

DEFINED TERMS
“Agreement” has the meaning specified in the introductory paragraph of this Confirmation. “Bilateral Import Capability Transfer” is the transfer of Existing Contract Import Capability from one Market Participant (as defined in the CAISO Tariff) to another, as described in the CAISO Tariff.
“Branch Group” means the branch group name used by the CAISO to represent the location of an Intertie with a Maximum Import Capability.
“Buyer” has the meaning specified in the introductory paragraph of this Confirmation and shall have the same meaning as “Purchaser” under the Master Agreement. “CAISO” means the California Independent System Operator Corporation, or any successor entity performing the same functions.
“CAISO Tariff” means the California Independent System Operator Corporation Tariff, Business Practice Manuals (BPMs), Operating Agreements, and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time to time and approved by FERC, if applicable. “CEC” means the California Energy Commission.
“Confirmation” has the meaning specified in the introductory paragraph of this Confirmation.
“Confirmation Effective Date” has the meaning specified in the introductory paragraph of this Confirmation.
“Contract Month” means the month during the Delivery Period as set forth in the Contract Quantity Table specified Section 1.5.
“Contract Price” has the meaning specified in Section 1.6. “Contract Quantity” has the meaning specified in Section 1.5. “CPUC” means the California Public Utilities Commission. “Delivery Period” has the meaning specified in Section 1.3(a). “Delivery Point” has the meaning specified in Section 1.4.

DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A
PCE
Bilateral Import Capability Transfer (Buy or Sell)
8 “Existing Contract Import Capability” has the meaning set forth in the CAISO Tariff. “Governmental Authority” means any: (a) federal, state, local, municipal or other government; (b) governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and (c) court or governmental tribunal.
“Intertie” has the meaning set forth in the CAISO Tariff. “Master Agreement” has the meaning specified in the introductory paragraph of this Confirmation.
“MW” means megawatt (or 1,000 kilowatts) of alternating current electric energy generating capacity.
“Product” has the meaning specified in Section 1.1.
“Registration” has the meaning specified in Section 2.1. “Scheduling Point” has the meaning set forth in the CAISO Tariff. “SC” has the meaning set forth in the CAISO Tariff.
“Seller” has the meaning specified in the introductory paragraph of this Confirmation. “Term” has the meaning specified in Section 1.3(b).
“Transfer Completion Email” has the meaning specified in Section 2.1

DocuSign Envelope ID: EC2CF83F-0000-42CA-9993-817456058E67 Appendix A
PCE
DocuSign Envelope ID: 0CEC1FB6-3856-426A-A4A0-A4D3E063F380 Appendix A Constellation
Confirmation for Bilateral Import Capability Transfer
This confirmation letter ("Confirmation") confirms the transaction between Silicon Valley Clean Energy Authority, a California joint powers authority ("Buyer"), and Constellation Energy Generation, LLC, a Pennsylvania limited liability company ("Seller"), each individually a "Party" and together the "Parties", effective as of March 2, 2023 (the "Confirmation Effective Date") in which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product, as such term is defined in Section 3 of this Confirmation (the "Transaction"). This Transaction is governed by the EEi Master Power Purchase and Sale Agreement dated November 28, 2016 (the "Master Agreement"). The Master Agreement and this Confirmation including any applicable appendices, exhibits or amendments thereto, shall be collectively referred to herein as the "Agreement". Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or the Tariff (defined herein below).

1. Definitions

1.1 "Bilateral Import Capability Transfer" is the transfer of Remaining Import Capability from one Market Participant to another, as described in the Tariff.

1.2 "CAISO" means the California Independent System Operator Corporation, or any successor entity performing the same functions.

1.3 "Confirmation" has the meaning specified in the introductory paragraph.

1.4 "Confirmation Effective Date" has the meaning specified in the introductory paragraph.

1.5 "Contract Price" has the meaning set forth in Section 4.2.

1.6 "Contract Quantity" has the meaning set forth in Section 3.4.

1.7 "CPUC" means the California Public Utilities Commission.

1.8 "Governmental Body" means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.

1.9 "Master Agreement" has the meaning specified in the introductory paragraph.

1.10 "Net Qualifying Capacity" has the meaning set forth in the Tariff.

1.11 "Period of Delivery" means the months defined in Section 2.1 , inclusive.

1.12 "Product" has the meaning specified in Section 3.1.

1.13 "Seller" has the meaning specified in the introductory paragraph.

1.14 'Tariff' means the tariff and protocol provisions, including any current CAISO-published "Operating Procedures" and "Business Practice Manuals," as amended or supplemented from time to time, of the CAISO.

DocuSign Envelope ID: 0CEC1FB6-3856-426A-A4A0-A4D3E063F380 Appendix A Constellation

1.15 "Transaction" has the meaning specified in the introductory paragraph.

2. Term

2.1 2.2
Period of Delivery
The "Period of Delivery" shall begin at the beginning of hour ending ("HE") 0100 on June 1, 2023 and continue until the end of HE 2400 on June 30, 2023.

Binding Nature
This Agreement shall be effective and binding as of the Confirmation Effective Date.

3. Transaction

3.1 Product

3.2 Seller shall transfer in the manner set forth in Section 3.3, to Buyer the Remaining Import Capability, as such term is defined by the Tariff (the "Product") in the Contract Quantity, for the Period of Delivery, and at the applicable Contract Price.

Delivery Point
Name Bilateral Import Capability Transfer
CAISO BG/MSL Name PACI MSL

3.3 Performance

3.4 Within three (3) Business Days of the Confirmation Effective Date, Seller shall transfer to Buyer the Product in the amount of the Contract Quantity by registering the transfer with the CAISO as a Bilateral Import Transfer Capability as such terms is defined by the Tariff, and completing any other action of documentation required by the CAISO to effect such transfer, including registering such transfer in the CAISO Customer Interface for Resource Adequacy (CIRA) system. Upon Seller registering transfer with CAISO, Buyer shall immediately confirm the transfer with CAISO by e-mail or by confirming such transfer is registered in the CIRA system, and CAISO shall indicate successful transfer to Buyer and Seller by e-mail or by confirming such transfer is registered in the CIRA system within eleven ( 11 ) Business Days of the transfer request.

Contract Quantity
For the Period of Delivery, Seller shall transfer the Product in the total amount ("Contract Quantity"), as follows:

Contract Quantity Table

DocuSign Envelope ID: 0CEC1FB6-3856-426A-A4A0-A4D3E063F380 Appendix A Constellation

3.5 Buyer's Re-Sale of Product
Buyer may re-sell all or a portion of the Product. In the event Buyer re-sells all or a portion of the Contract Quantity of Product and any associated rights acquired under this Transaction ("Resold Product"), Seller agrees to follow Buyer's instructions with respect to providing such Resold Product to subsequent purchasers of such Resold Product.

Seller further agrees to take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to allow such subsequent purchasers to use such Resold Product, provided the foregoing shall not require Seller to enter into any agreements or transactions directly with any such subsequent purchaser. Seller acknowledges and agrees that with respect to any Resold Product, if Buyer incurs any liability to any purchaser of such Resold Product due to the failure of Seller to comply with the terms of this Transaction, and Seller would have had liability to Buyer under this Transaction for such failure had Buyer not sold the Resold Product to a subsequent purchaser, then Seller shall be liable to Buyer under this Confirmation to the extent it would have been liable to Buyer had such Resold Product not been sold to a subsequent purchaser.

4. Payment

4.1 One-Time Payment
Buyer shall make a payment to Seller for the Product within ten ( 10) Business Days after the later of (a) Seller's performance and CAISO's email indicating successful transfer, or confirmation that such transfer is registered in the CIRA system, as described in Section

3.3 or (b) receipt of Seller's invoice. This payment is calculated as follows:

Payment = (A X B X C)
where:

A= Contract Price (in $/kW-month)
8= Contract Quantity (in MW) transferred by Seller
C= 1000kW/MW
The payment shall be rounded to two decimal places.

4.2 Contract Price

CONTRACT PRICE TABLE

DocuSign Envelope ID: 0CEC1FB6-3856-426A-A4A0-A4D3E063F380 Appendix A Constellation

5. Confidentiality
The Parties agree that Buyer and Seller may disclose this Agreement to the CPUC, CAISO and any Governmental Body, as required by Applicable Law; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Body, CAISO, or SC to further disclose such information.

Notwithstanding the foregoing, the Parties may disclose the relevant terms of this Transaction to the CAISO to effectuate Seller's performance and the transfer of the Product and the CAISO may publicly disclose the transfer of the Product from Seller to Buyer as indicated in the Tariff promptly following Seller's performance. In addition, in the event Buyer resells all or any portion of the Product, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction , other than the Contract Price. Buyer acknowledges that Seller is a public entity subject to the requirements of the California Public Records Act (Cal. Gov. Code section 6250 et seq.). Buyer acknowledges that Seller may submit information to Buyer that Seller considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ.

Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Agreement ("Requestor") to Buyer pursuant to the California Public Records Act for production, inspection and/or copying of this Agreement or any information designated as confidential by Seller ("Requested Confidential Information"), Buyer as soon practical shall notify Seller in writing that such request has been made. Parties agree that pricing information contained in the Confirmation is confidential information. Buyer agrees to redact such pricing information in any disclosure, in accordance with the statutory exemption for proprietary information in Section 6254.15 of the Act.

6. Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

7. Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a written document executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a written document executed by both Parties.
[Signature page follows]

Ravi S. Ganti
Sr. Vice President
Portfolio Management & Analysis
DocuSign Envelope ID: 0CEC1FB6-3856-426A-A4A0-A4D3E063F380 Appendix A Constellation
IN WITNESS WHEREOF, the Parties have caused this Confirmation to be executed by their authorized representative effective as of the Confirmation Effective Date.

SELLER
Constellation Energy Generation, LLC
(nQ~
By:----' ~"""- -----------
Name:
-------------
Title:
--------------
BUYER
Silicon Valley Clean Energy Authority
By: ____ _____.,, G_bi....,,;,...,,;.,,.,;.,.,,.:""'i ..... ~...,,: . .,... C3,-... --k-~_ Name:

Girish Balachandran
-------------
Title:

CEO
-------------
Approved as to form:

By: ___________ _
Name:
-------------
Title:
-------------

DocuSign Envelope ID: E757FEF4-19F0-42C5-B0D8-4D8FC15B4585 Appendix A Constellation
Confirmation for Bilateral Import Capability Transfer
This confirmation letter ("Confirmation") confirms the transaction between Silicon Valley Clean Energy Authority, a California joint powers authority ("Buyer"), and Constellation Energy Generation, LLC, a Pennsylvania limited liability company ("Seller"), each individually a "Party" and together the "Parties", effective as of March 2, 2023 (the "Confirmation Effective Date") in which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product, as such term is defined in Section 3 of this Confirmation (the "Transaction"). This Transaction is governed by the EEi Master Power Purchase and Sale Agreement dated November 28, 2016 (the "Master Agreement"). The Master Agreement and this Confirmation including any applicable appendices, exhibits or amendments thereto, shall be collectively referred to herein as the "Agreement". Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or the Tariff (defined herein below).

1. Definitions

1.1 "Bilateral Import Capability Transfer" is the transfer of Remaining Import Capability from one Market Participant to another, as described in the Tariff.

1.2 "CAISO" means the California Independent System Operator Corporation, or any successor entity performing the same functions.

1.3 "Confirmation" has the meaning specified in the introductory paragraph.

1.4 "Confirmation Effective Date" has the meaning specified in the introductory paragraph.

1.5 "Contract Price" has the meaning set forth in Section 4.2.

1.6 "Contract Quantity" has the meaning set forth in Section 3.4.

1.7 "CPUC" means the California Public Utilities Commission.

1.8 "Governmental Body" means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.

1.9 "Master Agreement" has the meaning specified in the introductory paragraph.

1.10 "Net Qualifying Capacity" has the meaning set forth in the Tariff.

1.11 "Period of Delivery" means the months defined in Section 2.1 , inclusive.

1.12 "Product" has the meaning specified in Section 3.1.

1.13 "Seller" has the meaning specified in the introductory paragraph.

1.14 'Tariff' means the tariff and protocol provisions, including any current CAISO-published "Operating Procedures" and "Business Practice Manuals," as amended or supplemented from time to time, of the CAISO.

DocuSign Envelope ID: E757FEF4-19F0-42C5-B0D8-4D8FC15B4585 Appendix A Constellation

1.15 "Transaction" has the meaning specified in the introductory paragraph.

2. Term

2.1 2.2
Period of Delivery
The "Period of Delivery" shall begin at the beginning of hour ending ("HE") 0100 on June 1, 2023 and continue until the end of HE 2400 on June 30, 2023.

Binding Nature
This Agreement shall be effective and binding as of the Confirmation Effective Date.

3. Transaction

3.1 Product

3.2 Seller shall transfer in the manner set forth in Section 3.3, to Buyer the Remaining Import Capability, as such term is defined by the Tariff (the "Product") in the Contract Quantity, for the Period of Delivery, and at the applicable Contract Price.

Delivery Point
Name Bilateral Import Capability Transfer
CAISO BG/MSL Name NOB ITC

3.3 Performance

3.4 Within three (3) Business Days of the Confirmation Effective Date, Seller shall transfer to Buyer the Product in the amount of the Contract Quantity by registering the transfer with the CAISO as a Bilateral Import Transfer Capability as such terms is defined by the Tariff, and completing any other action of documentation required by the CAISO to effect such transfer, including registering such transfer in the CAISO Customer Interface for Resource Adequacy (CIRA) system. Upon Seller registering transfer with CAISO, Buyer shall immediately confirm the transfer with CAISO by e-mail or by confirming such transfer is registered in the CIRA system, and CAISO shall indicate successful transfer to Buyer and Seller by e-mail or by confirming such transfer is registered in the CIRA system within eleven ( 11 ) Business Days of the transfer request.

Contract Quantity
For the Period of Delivery, Seller shall transfer the Product in the total amount ("Contract Quantity"), as follows:

Contract Quantity Table

DocuSign Envelope ID: E757FEF4-19F0-42C5-B0D8-4D8FC15B4585 Appendix A Constellation

3.5 Buyer's Re-Sale of Product
Buyer may re-sell all or a portion of the Product. In the event Buyer re-sells all or a portion of the Contract Quantity of Product and any associated rights acquired under this Transaction ("Resold Product"), Seller agrees to follow Buyer's instructions with respect to providing such Resold Product to subsequent purchasers of such Resold Product.

Seller further agrees to take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to allow such subsequent purchasers to use such Resold Product, provided the foregoing shall not require Seller to enter into any agreements or transactions directly with any such subsequent purchaser. Seller acknowledges and agrees that with respect to any Resold Product, if Buyer incurs any liability to any purchaser of such Resold Product due to the failure of Seller to comply with the terms of this Transaction, and Seller would have had liability to Buyer under this Transaction for such failure had Buyer not sold the Resold Product to a subsequent purchaser, then Seller shall be liable to Buyer under this Confirmation to the extent it would have been liable to Buyer had such Resold Product not been sold to a subsequent purchaser.

4. Payment

4.1 One-Time Payment
Buyer shall make a payment to Seller for the Product within ten ( 10) Business Days after the later of (a) Seller's performance and CAISO's email indicating successful transfer, or confirmation that such transfer is registered in the CIRA system, as described in Section

3.3 or (b) receipt of Seller's invoice. This payment is calculated as follows:

Payment = (A X B X C)
where:

A= Contract Price (in $/kW-month)
8= Contract Quantity (in MW) transferred by Seller
C= 1000kW/MW
The payment shall be rounded to two decimal places.

4.2 Contract Price

CONTRACT PRICE TABLE

DocuSign Envelope ID: E757FEF4-19F0-42C5-B0D8-4D8FC15B4585 Appendix A Constellation

5. Confidentiality
The Parties agree that Buyer and Seller may disclose this Agreement to the CPUC, CAISO and any Governmental Body, as required by Applicable Law; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Body, CAISO, or SC to further disclose such information.

Notwithstanding the foregoing, the Parties may disclose the relevant terms of this Transaction to the CAISO to effectuate Seller's performance and the transfer of the Product and the CAISO may publicly disclose the transfer of the Product from Seller to Buyer as indicated in the Tariff promptly following Seller's performance. In addition, in the event Buyer resells all or any portion of the Product, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction , other than the Contract Price. Buyer acknowledges that Seller is a public entity subject to the requirements of the California Public Records Act (Cal. Gov. Code section 6250 et seq.). Buyer acknowledges that Seller may submit information to Buyer that Seller considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ.

Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Agreement ("Requestor") to Buyer pursuant to the California Public Records Act for production, inspection and/or copying of this Agreement or any information designated as confidential by Seller ("Requested Confidential Information"), Buyer as soon practical shall notify Seller in writing that such request has been made. Parties agree that pricing information contained in the Confirmation is confidential information. Buyer agrees to redact such pricing information in any disclosure, in accordance with the statutory exemption for proprietary information in Section 6254.15 of the Act.

6. Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

7. Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a written document executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a written document executed by both Parties.
[Signature page follows]

Ravi S. Ganti
Sr. Vice President
Portfolio Management & Analysis
DocuSign Envelope ID: E757FEF4-19F0-42C5-B0D8-4D8FC15B4585 Appendix A Constellation
IN WITNESS WHEREOF, the Parties have caused this Confirmation to be executed by their authorized representative effective as of the Confirmation Effective Date.

SELLER BUYER
Constellation Energy Generation, LLC Silicon Valley Clean Energy Authority By: __ ~-
~------
'---~---- -------
Name: Name: -------------- -------------
Title: Title:

CEO
--------------- --------------
Approved as to form:

By: ___________ _
Name:
-------------
Title:
--------------

DocuSign Envelope ID: 59B6C4D9-D420-490C-9F77-66CF6650F55C Deal: Page 1 SVCE 23PM-16577 2/17/2023
Department of Energy
Bonneville Power Administration
Power Services

CONFIRMATION AGREEMENT
From: Bonneville Power Administration
PO Box 3621
Portland, OR 97208-3621
BPA Preschedule:

BPA Real Time:

To: Silicon Valley Clean Energy Authority
333 W. El Camino Real, Suite 290
Sunnyvale, CA 94087
BPA Contract: 23PM-16577
Trade Date: 02/17/2023
This confirmation agreement (“Confirmation Agreement”) sets forth the terms of this transaction agreed to by the Bonneville Power Administration (“BPA”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”) (each a “Party” and together the “Parties”). For the purposes of this Confirmation Agreement, the Enabling Agreement shall be deemed to include the Exhibit C-SS Specified Source Confirmation Attachment attached to this Confirmation Agreement. Transactions hereunder are in accordance with the Agreement to Enable Future Purchases, Sales, and Exchanges of Power and Other Services 22PM-16528 (“Enabling Agreement”). The definitions and provisions contained in the Enabling Agreement, in the RA Rules (as defined below), and in the tariffs and protocols of the California Independent System Operator (“CAISO”), as amended from time to time (the “Tariff”), shall apply to this Confirmation Agreement and are incorporated by reference; provided that, to the extent that any provision in this Confirmation Agreement is inconsistent with any provision of the Enabling Agreement, then the provision in this Confirmation Agreement shall govern the rights and obligations of the Parties hereunder.

Buyer: Silicon Valley Clean Energy Seller: BPA
Authority (SVCE) Trader:

Trader:

Phone:

Phone:

Broker: None
Product: Surplus Firm (WSPP Schedule C)
Product Description: BPA ACS Energy, MCC Bucket
Category 3
Holiday: NERC
Point of Delivery: (MALIN500_5_N101) (COB N-S)
Resource ID: BPA1_MALIN500_I_F_BPARA2
Deal Key:

Start Date End Date Hourly
Contract
Quantity
Energy Price Delivery Contract Revenue/
$/MWh Hours Quantity Cost
(MWh)
Appendix A
Bonneville
~~ A011IN15Uilt,1!0N
BPA
DocuSign Envelope ID: 59B6C4D9-D420-490C-9F77-66CF6650F55C Deal: Page 2 SVCE 23PM-16577 2/17/2023
I. Product Provisions

1. Definitions:
“Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively). “CPUC” means the California Public Utilities Commission. “Delivery Hours” means every Monday through Saturday, 16 consecutive hours that include HE 1700 through HE 2100 (including NERC holidays).
“Delivery Point” means the Point of Delivery (POD), (MALIN500_5_N101) (COB N-S). “Delivery Term” means the period of time beginning on the Start Date and ending on the End Date. “MCC Bucket(s)” means the maximum cumulative capacity bucket categories adopted and defined by the CPUC in CPUC Decision 20-06-031, as modified by CPUC Decision 21-06-029, pursuant to which CPUC-jurisdictional LSEs are required to categorize their resource adequacy resources based on availability (as defined in the D. 20-06-031, as modified by CPUC Decision 21-06-029). There are five MCC Bucket categories: DR, 1, 2, 3 and 4.
“MCC Bucket Category 3” means, as provided in D. 20-06-031, the resource has availability (as defined in the D. 20-06-031) every Monday through Saturday, for 16 consecutive hours that include HE 1700 through 2100 (4 pm through 9 pm).
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for Buyer by the CPUC pursuant to the RA Rules, or by any other governmental body having jurisdiction. “RA Rules” means orders of the CPUC as contained in Decision (“D.”) 04-01-050, D.04-10-035, D.05-10- 042, D.06-04-40, D.06-06-064, D.06-07-031, D.06-12-037, D.07-06-029, D.08-06-031, D.09-06-028, D.10- 06-036, D.10-12-038, D.11-06-022, D.11-10-003, D.12-06-025, D.13-06-024, D.14-06-050, D.15-06-063, D.16-06-045, D.19-10-021, D.20-06-028, and any other existing, subsequent, or modifying decisions, resolutions, orders or rulings issued by the CPUC from time to time in the Resource Adequacy phases of Rulemaking R.04-04-003, R.05-12-013, R.08-01-025, R.09-10-032, R.11-10-023, R.14-02-001, R.14-10- 001, R.17-09-020, R.19-11-009, R.21-10-002 or by any applicable successor proceeding. “System Resource” means a group of resources generated by the BPA ACS System located outside of the CAISO Control Area capable of providing Energy and/or Ancillary Services to the Delivery Point. System Resource does not include any energy source with an e-tag from a busbar of a nuclear or coal-fired generating facility. However, the Parties understand that the ACS Emissions Factor (set forth below in Exhibit C-SS Specified Source Confirmation Attachment) takes into account some portion of nuclear and/or unspecified generation within BPA’s System Resource.

2. Product Requirements:
a. The Product cannot be curtailed by Seller or Buyer for economic reasons.

Appendix A
BPA
DocuSign Envelope ID: 59B6C4D9-D420-490C-9F77-66CF6650F55C Deal: Page 3 SVCE 23PM-16577 2/17/2023
b. Seller shall act as Buyer’s CAISO scheduling coordinator (SC) to bid and deliver the Contract Quantity of Product to the CAISO and Buyer shall be entitled to all CAISO revenues associated with such deliveries (and if the CAISO LMP for the Delivery Point is negative during the Delivery Hours, Buyer shall be liable for any such payments), and all such amounts will be netted on Buyer’s invoice. BPA shall receive no compensation for acting as scheduling coordinator under this Transaction. As Buyer’s SC, BPA’s bid will be consistent with the requirements of the RA Rules and any CAISO Tariff requirements.
c. During the Delivery Term, Seller shall deliver the Product to Buyer in the amount of the Hourly Contract Quantity during each Delivery Hour into the CAISO on behalf of Buyer without substituting electricity from another source, as evidenced by e-Tags, or such other format acceptable to Buyer. Deliveries shall be measured for each hour that the Product is delivered to the CAISO but shall not exceed corresponding amounts shown on the e-Tags.
d. Seller shall be the electricity importer into California for purposes of the Cap and Trade Regulations for the energy delivered pursuant to this Confirmation. The Parties acknowledge that BPA will be solely responsible for satisfying any Compliance Obligation (as defined in the Cap and Trade Regulations) associated with the energy that is scheduled and imported into California pursuant to this Confirmation, and will be responsible for any reporting requirements by an electricity importer (as defined in the Cap and Trade Regulations) for such energy under the Cap and Trade Regulations. For greater certainty, Seller is not assuming or performing on behalf of Buyer any reporting obligations Buyer may have under the Cap and Trade Regulations.
e. BPA shall ensure the e-tag qualifies as energy with an ACS Emissions Factor and lists the following:
(i) ZES001 in the Carbon Copy Field of the tag.
(ii) “Silicon Valley Clean Energy” in the Comments Field of the tag. (iii) Advanced notice to SVCE or its agent, f the e-tag is not required. If SVCE re-sells the ACS Energy, BPA will use the information provided from SVCE to populate the fields in 1) and 2) above with information identifying the subsequent purchaser. f.
g. Energy delivered pursuant to this Confirmation Agreement will not be sourced from resources internal to the CAISO Balancing Authority Area.
h. The capacity supporting energy to be delivered pursuant to this Confirmation Agreement is surplus to the expected capacity requirements of the System Resource’s host balancing authority area and is not committed to another balancing authority area (i.e., no double-counting). i. Throughout the Delivery Term, Seller will not commit the capacity necessary to support delivery of Product from the System Resource to a third party or other balancing authority area. j. Throughout the Delivery Term, Product will be delivered to the Delivery Point using Firm Transmission.
k. Throughout the Delivery Term, Seller’s firm energy obligation is and will be supported (backed) each hour by operating reserves (including required contingency reserves and sufficient balancing reserves) in the System Resource’s host balancing authority area necessary to ensure there is sufficient energy available for Seller to meet its real-time obligations.

Appendix A
BPA
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l. It is Buyer’s sole responsibility to ensure it has obtained sufficient intertie import capability at the Delivery Point.
m. Unless the System Resource is affected by an event of force majeure that results in a partial or full transmission outage reducing the amount of Contract Quantity, BPA shall provide the full Contract Quantity to Buyer in compliance with the applicable provisions of the Tariff implementing the RA Rules, including, without reservation, the CPUC Final Decision 20-06-028, and section 40.6 of the CAISO’s Tariff. Buyer shall have no liability for the failure of BPA to comply with such Tariff provisions, including any penalties or fines imposed on BPA by the CAISO for such noncompliance.

3. Representations:

3.1 BPA and Buyer represent and expressly agree that throughout the Delivery Term they shall take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to ensure Buyer’s (or a subsequent purchaser’s) right to the use of the Contract Quantity for the sole benefit of Buyer's RAR (or subsequent purchaser’s RAR), consistent with the CAISO Tariff and RA Rules, including:
a. Meeting requirements established by the CAISO Tariff and RA Rules, including (1) demonstrating the ability to deliver the Contract Quantity over all Delivery Hours of the Delivery Term required for full RAR eligibility to Buyer, (2) demonstrating that the Contract Quantity can be delivered to the CAISO controlled grid pursuant to “deliverability” standards established by the CPUC or other regional entity or entities responsible for RA administration, and (3) provision of a Supply Plan to the CAISO by BPA’s Scheduling Coordinator and sufficient information to allow for the submission of a complete Resource Plan by Buyer’s (or subsequent purchaser’s) Scheduling Coordinator (as such terms are defined in the CAISO Tariff); b. Negotiating in good faith to make necessary amendments, if any, to this Confirmation Agreement mutually agreed upon to conform this Confirmation Agreement to subsequent clarifications, revisions or decisions rendered by the CPUC, CAISO or other regional entity or entities responsible for RA administration, so as to maintain the benefits of the bargain for each of the Parties; and
c. At all times using “Good Utility Practice” as defined in the CAISO Tariff.

3.2 BPA represents that throughout the Delivery Term:
a. Seller holds the rights to the Product free and clear of all liens and encumbrances, and Seller agrees to convey and hereby conveys all such Product to Buyer free and clear of all liens and encumbrances as included in the delivery of the Product subject to the terms and conditions contained herein;
b. Buyer or subsequent purchaser has the exclusive right to count the Contract Quantity of Product from BPA’s System Resource toward Buyer’s RAR (or subsequent purchaser’s RAR); c. The Delivery Point is firm and may not be modified without the consent of Buyer (i.e., the Delivery Point is not Seller’s choice);
d. The Hourly Contract Quantity of Product sold to Buyer hereunder has been sold once and only Appendix A
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once by Seller and no portion of the Contract Quantity of Product has been committed or sold by BPA to any third party in order to satisfy its RAR or analogous capacity obligations in other markets or balancing authority areas;
e. Seller shall abide by all applicable CAISO Tariff provisions and procedures approved by the Federal Energy Regulatory Commission (“FERC”), and RA Rules approved by the CPUC as they apply to the Product; and
f. Title and reporting rights to the Product shall pass from Seller to Buyer at the Delivery Point.

4. Indemnity Against Penalties and Replacement: If BPA fails to fulfill its obligations under this Confirmation Agreement to provide the Product, and such failure is not excused under this Confirmation Agreement or the Enabling Agreement, in addition to any damages BPA would owe Buyer pursuant to Section 21.3 of the WSPP Agreement, then BPA agrees to indemnify Buyer for:
a. any monetary penalties assessed by the CPUC and/or the CAISO against Buyer for Buyer’s failure to meet the requirements of the RA Rules or Tariff as a result of BPA not fulfilling any of its obligations under this Confirmation Agreement. Such failure may be excused to the extent BPA provides Buyer with sufficient notice to take action necessary to avoid such monetary penalties being assessed. b. if BPA fails to bid the Product into the CAISO day-ahead and real-time markets in accordance with this Confirmation Agreement, BPA will refund to Buyer any payments made by Buyer for Product that is not bid according to this Confirmation Agreement, provided these payments are not already included in the damages calculated pursuant to Section 21.3 of the WSPP Agreement.

Notwithstanding the foregoing, if approved by the CPUC and/or the CAISO, BPA may replace any Product necessary for Buyer to make its equivalent RA demonstration with another System Resource.

5. Resale of Product:
a. Buyer may re-sell all or a portion of the Contract Quantity and any associated rights, in each case, acquired under this transaction. In the event Buyer re-sells all or a portion of the Contract Quantity of Product and any associated rights acquired under this transaction (“Resold Product”) BPA agrees to follow Buyer’s instructions with respect to providing such Resold Product to subsequent purchasers of such Resold Product. With respect to any Resold Product, BPA continues to be liable to Buyer for any damages due to the failure of BPA to comply with the terms of this transaction; However, Buyer represents and warrants that BPA shall have no contractual obligation or liability to any subsequent purchaser.
b. BPA’s obligations under this Section 5 are contingent on Buyer 1) providing BPA with the information required by this Section 5 no later than two (2) Business Days prior to the deadline for filing the Supply Plan for the Resold Product; 2) any requested assignment being consistent with federal law applicable to BPA. Further, any resale of Product by Buyer to a subsequent purchaser must be permitted under the Tariff, CAISO business practices and applicable federal law, and BPA shall not be required to take any action hereunder or execute any documents or instruments that would not be permitted under the Tariff, CAISO business practices or applicable federal law.
c. In the event there is any Resold Product, Buyer agrees to immediately notify BPA of such sale and agrees to provide BPA with all the information specified below promptly following such sale (and any other Appendix A
BPA
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information reasonably requested by BPA so that BPA may perform its obligations in this Section 5) and promptly notify BPA of any subsequent changes to such information with respect to any particular sale:
i. Benefitting load serving entity SC identification number, ii. Volume (in MW) of Resold Product,
iii. Sale delivery period for Resold Product.

II. Additional Provisions

1. Confidentiality: Each Party recognizes that this Confirmation Agreement is subject to the requirements of the California Public Records Act (California Government Code § 7920 et seq.). Section 30.1(4) of the WSPP Agreement is amended by (a) inserting “or requested” after the word “required” and (b) “or compliance filings” after both instances of “proceedings”. Notwithstanding the Enabling Agreement, the Parties agree that Buyer, and any subsequent purchaser, may disclose this Confirmation Agreement to the CPUC, the CAISO or any other governmental body having jurisdiction in order to support its RAR showings.

2. Entire Agreement, No Oral Agreements or Modifications: This Confirmation Agreement sets forth the terms of this transaction and, along with the Enabling Agreement, shall constitute the entire agreement between the Parties for the purchase and sale of the Product. Notwithstanding any other provision of the Enabling Agreement, this transaction may be confirmed only by a Documentary Writing executed by both Parties, and no amendment or modification to this transaction shall be enforceable except under a Documentary Writing executed by both Parties.

3. Joint Powers Authority: Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (California Government Code § 6500 et seq.) and is a local agency separate from its constituent members. Buyer will be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation Agreement. BPA agrees that it shall have no rights and shall not make any claim, take any actions or assert any remedies against any of Buyer’s members, any cities or counties participating in Buyer’s community choice aggregation program, or any of Buyer’s retail customers in connection with the Transaction to which this Confirmation applies.

4. Counterparts: This Confirmation Agreement may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. Delivery of an executed signature page of this Confirmation Agreement by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

5. Surplus Power Use Outside Pacific Northwest: BPA has determined it has surplus power available in the amount marketed for the term of this Confirmation Agreement. All sales of surplus power for use outside the Pacific Northwest under this Confirmation Agreement are subject to the provisions of Public Law 88-552 and Section 9(c) of Public Law 96-501. BPA shall have the right to curtail a portion of, or terminate all of:
(a) the capacity associated with a surplus firm peaking capacity sale on 60 months’ written notice; or (b) the energy associated with a surplus energy sale on a 60-day written notice specifying the amounts and duration of the curtailment or termination, if such capacity and/or energy is needed to meet the capacity and/or energy requirements in the Pacific Northwest. Such curtailments to Buyer shall be limited to the amounts and duration necessary to cover BPA’s projected Pacific Northwest needs. The sale of capacity and/or energy to Appendix A
BPA
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Buyer under this Confirmation Agreement shall continue in months during which such capacity and/or energy is not needed, as determined by BPA, in the Pacific Northwest.

6. BPA Specified Asset Controlling Supplier (ACS) Provisions: The Parties agree this is a confirmation for the delivery of energy with a BPA Specified ACS Emissions Factor sourced from “BPAPOWER” on a NERC e-tag.

AGREED AND ACCEPTED
Bonneville Power Administration Silicon Valley Clean Energy Authority Print Name: Mark E. Miller Print Name:

Title: Account Executive Title
Girish Balachandran
CEO
Date: 3/22/23 Date: 3/23/2023
MARK
MILLER
Digitally signed by MARK
MILLER
Date: 2023.03.22
12:37:50 -07'00'
Appendix A
2/17/2023
BPA
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EXHIBIT C-SS

SPECIFIED SOURCE

CONFIRMATION ATTACHMENT
a. Identity of Source:

The following (i) facility, generator, unit or (ii) ACS system (“Source”): ACS System Source CARB IDs, if applicable and available: ARB ID #4000 California Energy Commission RPS ID, if Source is an ERR: N/A WREGIS ID#, if applicable: N/A
b. Source EFsp:

The BPA 2023 ACS Emission Factor posted on the California Air Resources Board website. https://ww2.arb.ca.gov/mrr-acs
c. Carbon Adjustment (rapid settlement if Seller delivers higher emissions factor energy than agreed):

Carbon Adjustment applies unless the following box is checked:

Carbon Adjustment does not apply and instead of Carbon Adjustment, Seller shall compensate Purchaser as follows, in addition to Purchaser’s remedies in Section 21 of the WSPP Agreement, if Seller fails to schedule and deliver energy from the Source unless excused pursuant to the terms of the applicable Schedule or this Confirmation:
[e.g., fixed damages of $0, $2, or % of Carbon Adjustment.] d. EF True-Up (full indemnity for difference between agreed and CARB-assigned emissions factors, settled after verification): EF True-Up does not apply unless one or more of the following boxes that are checked cause a change to EFsp or EFasn:

Change in generator operations or fuel source.

Prospective or retroactive change in law (including AB32).

Other, as follows:

All other circumstances.

EF True Up damages are limited as follows: [e.g., caps] e. RECs Disclosure (not applicable for an ACS system Source): Seller represents and warrants that the Source is not an ERR, unless the box is checked below. This is a disclosure, not an option, and failure to check this box does not excuse performance if the Source is or becomes an ERR.

The Source is an ERR, and Section 6.c therefore applies. f. Regulation Incorporation: This transaction is not Regulation Incorporation unless the following box is checked:

This transaction is Regulation Incorporation and Section 6.e applies. g. Additional provisions:

Appendix A
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BPA
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Department of Energy
Bonneville Power Administration
Power Services

CONFIRMATION AGREEMENT
From: Bonneville Power Administration
PO Box 3621
Portland, OR 97208-3621
BPA Preschedule:

BPA Real Time:

To: Silicon Valley Clean Energy Authority
333 W. El Camino Real, Suite 290
Sunnyvale, CA 94087
BPA Contract: 23PM-16569
Trade Date: 02/17/2023
This confirmation agreement (“Confirmation Agreement”) sets forth the terms of this transaction agreed to by the Bonneville Power Administration (“BPA”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”) (each a “Party” and together the “Parties”). For the purposes of this Confirmation Agreement, the Enabling Agreement shall be deemed to include the Exhibit C-SS Specified Source Confirmation Attachment attached to this Confirmation Agreement. Transactions hereunder are in accordance with the Agreement to Enable Future Purchases, Sales, and Exchanges of Power and Other Services 22PM-16528 (“Enabling Agreement”). The definitions and provisions contained in the Enabling Agreement, in the RA Rules (as defined below), and in the tariffs and protocols of the California Independent System Operator (“CAISO”), as amended from time to time (the “Tariff”), shall apply to this Confirmation Agreement and are incorporated by reference; provided that, to the extent that any provision in this Confirmation Agreement is inconsistent with any provision of the Enabling Agreement, then the provision in this Confirmation Agreement shall govern the rights and obligations of the Parties hereunder.

Buyer: Silicon Valley Clean Energy
Authority (SVCE)
Trader:

Phone:

Broker: None
Product: Surplus Firm (WSPP Schedule C)
Product Description: BPA ACS Energy, MCC Bucket
Category 3
Seller: BPA
Trader:

Phone:

Holiday: NERC
Point of Delivery: Sylmar (SYLMARDC_2_N501)
(NOB N-S)
Resource ID: BPA1_NOB_I_F_BPARA
Deal Key:

Start Date End Date Hourly
Contract
Quantity
Energy Price
$/MWh
Delivery
Hours
Contract
Quantity
(MWh)
Revenue/
Cost
Appendix A BPA
Bonneville l>O'll(A .A01Allll$TAA'fl0 N
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I. Product Provisions

1. Definitions:
“Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively). “CPUC” means the California Public Utilities Commission. “Delivery Hours” means every Monday through Saturday, 16 consecutive hours that include HE 1700 through HE 2100 (including NERC holidays).
“Delivery Point” means the Point of Delivery (POD), Sylmar (SYLMARDC_2_N501) (NOB N-S). “Delivery Term” means the period of time beginning on the Start Date and ending on the End Date. “MCC Bucket(s)” means the maximum cumulative capacity bucket categories adopted and defined by the CPUC in CPUC Decision 20-06-031, as modified by CPUC Decision 21-06-029, pursuant to which CPUC-jurisdictional LSEs are required to categorize their resource adequacy resources based on availability (as defined in the D. 20-06-031, as modified by CPUC Decision 21-06-029). There are five MCC Bucket categories: DR, 1, 2, 3 and 4.
“MCC Bucket Category 3” means, as provided in D. 20-06-031, the resource has availability (as defined in the D. 20-06-031) every Monday through Saturday, for 16 consecutive hours that include HE 1700 through 2100 (4 pm through 9 pm).
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for Buyer by the CPUC pursuant to the RA Rules, or by any other governmental body having jurisdiction. “RA Rules” means orders of the CPUC as contained in Decision (“D.”) 04-01-050, D.04-10-035, D.05-10- 042, D.06-04-40, D.06-06-064, D.06-07-031, D.06-12-037, D.07-06-029, D.08-06-031, D.09-06-028, D.10- 06-036, D.10-12-038, D.11-06-022, D.11-10-003, D.12-06-025, D.13-06-024, D.14-06-050, D.15-06-063, D.16-06-045, D.19-10-021, D.20-06-028, and any other existing, subsequent, or modifying decisions, resolutions, orders or rulings issued by the CPUC from time to time in the Resource Adequacy phases of Rulemaking R.04-04-003, R.05-12-013, R.08-01-025, R.09-10-032, R.11-10-023, R.14-02-001, R.14-10- 001, R.17-09-020, R.19-11-009, R.21-10-002 or by any applicable successor proceeding. “System Resource” means a group of resources generated by the BPA ACS System located outside of the CAISO Control Area capable of providing Energy and/or Ancillary Services to the Delivery Point. System Resource does not include any energy source with an e-tag from a busbar of a nuclear or coal-fired generating facility. However, the Parties understand that the ACS Emissions Factor (set forth below in Exhibit C-SS Specified Source Confirmation Attachment) takes into account some portion of nuclear and/or unspecified generation within BPA’s System Resource.

2. Product Requirements:
a. The Product cannot be curtailed by Seller or Buyer for economic reasons.

Appendix A
BPA
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b. Seller shall act as Buyer’s CAISO scheduling coordinator (SC) to bid and deliver the Contract Quantity of Product to the CAISO and Buyer shall be entitled to all CAISO revenues associated with such deliveries (and if the CAISO LMP for the Delivery Point is negative during the Delivery Hours, Buyer shall be liable for any such payments), and all such amounts will be netted on Buyer’s invoice. BPA shall receive no compensation for acting as scheduling coordinator under this Transaction. As Buyer’s SC, BPA’s bid will be consistent with the requirements of the RA Rules and any CAISO Tariff requirements.
c. During the Delivery Term, Seller shall deliver the Product to Buyer in the amount of the Hourly Contract Quantity during each Delivery Hour into the CAISO on behalf of Buyer without substituting electricity from another source, as evidenced by e-Tags, or such other format acceptable to Buyer. Deliveries shall be measured for each hour that the Product is delivered to the CAISO but shall not exceed corresponding amounts shown on the e-Tags.
d. Seller shall be the electricity importer into California for purposes of the Cap and Trade Regulations for the energy delivered pursuant to this Confirmation. The Parties acknowledge that BPA will be solely responsible for satisfying any Compliance Obligation (as defined in the Cap and Trade Regulations) associated with the energy that is scheduled and imported into California pursuant to this Confirmation, and will be responsible for any reporting requirements by an electricity importer (as defined in the Cap and Trade Regulations) for such energy under the Cap and Trade Regulations. For greater certainty, Seller is not assuming or performing on behalf of Buyer any reporting obligations Buyer may have under the Cap and Trade Regulations.
e. BPA shall ensure the e-tag qualifies as energy with an ACS Emissions Factor and lists the following:
(i) ZES001 in the Carbon Copy Field of the tag.
(ii) “Silicon Valley Clean Energy” in the Comments Field of the tag. (iii) Advanced notice to SVCE or its agent, f the e-tag is not required. If SVCE re-sells the ACS Energy, BPA will use the information provided from SVCE to populate the fields in 1) and 2) above with information identifying the subsequent purchaser. g. Energy delivered pursuant to this Confirmation Agreement will not be sourced from resources internal to the CAISO Balancing Authority Area.
h. The capacity supporting energy to be delivered pursuant to this Confirmation Agreement is surplus to the expected capacity requirements of the System Resource’s host balancing authority area and is not committed to another balancing authority area (i.e., no double-counting). i. Throughout the Delivery Term, Seller will not commit the capacity necessary to support delivery of Product from the System Resource to a third party or other balancing authority area. j. Throughout the Delivery Term, Product will be delivered to the Delivery Point using Firm Transmission.
k. Throughout the Delivery Term, Seller’s firm energy obligation is and will be supported (backed) each hour by operating reserves (including required contingency reserves and sufficient balancing reserves) in the System Resource’s host balancing authority area necessary to ensure there is sufficient energy available for Seller to meet its real-time obligations.

Appendix A
BPA
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l. It is Buyer’s sole responsibility to ensure it has obtained sufficient intertie import capability at the Delivery Point.
m. Unless the System Resource is affected by an event of force majeure that results in a partial or full transmission outage reducing the amount of Contract Quantity, BPA shall provide the full Contract Quantity to Buyer in compliance with the applicable provisions of the Tariff implementing the RA Rules, including, without reservation, the CPUC Final Decision 20-06-028, and section 40.6 of the CAISO’s Tariff. Buyer shall have no liability for the failure of BPA to comply with such Tariff provisions, including any penalties or fines imposed on BPA by the CAISO for such noncompliance.

3. Representations:

3.1 BPA and Buyer represent and expressly agree that throughout the Delivery Term they shall take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to ensure Buyer’s (or a subsequent purchaser’s) right to the use of the Contract Quantity for the sole benefit of Buyer's RAR (or subsequent purchaser’s RAR), consistent with the CAISO Tariff and RA Rules, including:
a. Meeting requirements established by the CAISO Tariff and RA Rules, including (1) demonstrating the ability to deliver the Contract Quantity over all Delivery Hours of the Delivery Term required for full RAR eligibility to Buyer, (2) demonstrating that the Contract Quantity can be delivered to the CAISO controlled grid pursuant to “deliverability” standards established by the CPUC or other regional entity or entities responsible for RA administration, and (3) provision of a Supply Plan to the CAISO by BPA’s Scheduling Coordinator and sufficient information to allow for the submission of a complete Resource Plan by Buyer’s (or subsequent purchaser’s) Scheduling Coordinator (as such terms are defined in the CAISO Tariff); b. Negotiating in good faith to make necessary amendments, if any, to this Confirmation Agreement mutually agreed upon to conform this Confirmation Agreement to subsequent clarifications, revisions or decisions rendered by the CPUC, CAISO or other regional entity or entities responsible for RA administration, so as to maintain the benefits of the bargain for each of the Parties; and
c. At all times using “Good Utility Practice” as defined in the CAISO Tariff.

3.2 BPA represents that throughout the Delivery Term:
a. Seller holds the rights to the Product free and clear of all liens and encumbrances, and Seller agrees to convey and hereby conveys all such Product to Buyer free and clear of all liens and encumbrances as included in the delivery of the Product subject to the terms and conditions contained herein;
b. Buyer or subsequent purchaser has the exclusive right to count the Contract Quantity of Product from BPA’s System Resource toward Buyer’s RAR (or subsequent purchaser’s RAR); c. The Delivery Point is firm and may not be modified without the consent of Buyer (i.e., the Delivery Point is not Seller’s choice);
d. The Hourly Contract Quantity of Product sold to Buyer hereunder has been sold once and only Appendix A
BPA
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once by Seller and no portion of the Contract Quantity of Product has been committed or sold by BPA to any third party in order to satisfy its RAR or analogous capacity obligations in other markets or balancing authority areas;
e. Seller shall abide by all applicable CAISO Tariff provisions and procedures approved by the Federal Energy Regulatory Commission (“FERC”), and RA Rules approved by the CPUC as they apply to the Product; and
f. Title and reporting rights to the Product shall pass from Seller to Buyer at the Delivery Point.

4. Indemnity Against Penalties and Replacement: If BPA fails to fulfill its obligations under this Confirmation Agreement to provide the Product, and such failure is not excused under this Confirmation Agreement or the Enabling Agreement, in addition to any damages BPA would owe Buyer pursuant to Section 21.3 of the WSPP Agreement, then BPA agrees to indemnify Buyer for:
a. any monetary penalties assessed by the CPUC and/or the CAISO against Buyer for Buyer’s failure to meet the requirements of the RA Rules or Tariff as a result of BPA not fulfilling any of its obligations under this Confirmation Agreement. Such failure may be excused to the extent BPA provides Buyer with sufficient notice to take action necessary to avoid such monetary penalties being assessed. b. if BPA fails to bid the Product into the CAISO day-ahead and real-time markets in accordance with this Confirmation Agreement, BPA will refund to Buyer any payments made by Buyer for Product that is not bid according to this Confirmation Agreement, provided these payments are not already included in the damages calculated pursuant to Section 21.3 of the WSPP Agreement.

Notwithstanding the foregoing, if approved by the CPUC and/or the CAISO, BPA may replace any Product necessary for Buyer to make its equivalent RA demonstration with another System Resource.

5. Resale of Product:
a. Buyer may re-sell all or a portion of the Contract Quantity and any associated rights, in each case, acquired under this transaction. In the event Buyer re-sells all or a portion of the Contract Quantity of Product and any associated rights acquired under this transaction (“Resold Product”) BPA agrees to follow Buyer’s instructions with respect to providing such Resold Product to subsequent purchasers of such Resold Product. With respect to any Resold Product, BPA continues to be liable to Buyer for any damages due to the failure of BPA to comply with the terms of this transaction; However, Buyer represents and warrants that BPA shall have no contractual obligation or liability to any subsequent purchaser.
b. BPA’s obligations under this Section 5 are contingent on Buyer 1) providing BPA with the information required by this Section 5 no later than two (2) Business Days prior to the deadline for filing the Supply Plan for the Resold Product; 2) any requested assignment being consistent with federal law applicable to BPA. Further, any resale of Product by Buyer to a subsequent purchaser must be permitted under the Tariff, CAISO business practices and applicable federal law, and BPA shall not be required to take any action hereunder or execute any documents or instruments that would not be permitted under the Tariff, CAISO business practices or applicable federal law.
c. In the event there is any Resold Product, Buyer agrees to immediately notify BPA of such sale and agrees to provide BPA with all the information specified below promptly following such sale (and any other Appendix A
BPA
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information reasonably requested by BPA so that BPA may perform its obligations in this Section 5) and promptly notify BPA of any subsequent changes to such information with respect to any particular sale:
i. Benefitting load serving entity SC identification number, ii. Volume (in MW) of Resold Product,
iii. Sale delivery period for Resold Product.

II. Additional Provisions

1. Confidentiality: Each Party recognizes that this Confirmation Agreement is subject to the requirements of the California Public Records Act (California Government Code § 7920 et seq.). Section 30.1(4) of the WSPP Agreement is amended by (a) inserting “or requested” after the word “required” and (b) “or compliance filings” after both instances of “proceedings”. Notwithstanding the Enabling Agreement, the Parties agree that Buyer, and any subsequent purchaser, may disclose this Confirmation Agreement to the CPUC, the CAISO or any other governmental body having jurisdiction in order to support its RAR showings.

2. Entire Agreement, No Oral Agreements or Modifications: This Confirmation Agreement sets forth the terms of this transaction and, along with the Enabling Agreement, shall constitute the entire agreement between the Parties for the purchase and sale of the Product. Notwithstanding any other provision of the Enabling Agreement, this transaction may be confirmed only by a Documentary Writing executed by both Parties, and no amendment or modification to this transaction shall be enforceable except under a Documentary Writing executed by both Parties.

3. Joint Powers Authority: Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (California Government Code § 6500 et seq.) and is a local agency separate from its constituent members. Buyer will be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation Agreement. BPA agrees that it shall have no rights and shall not make any claim, take any actions or assert any remedies against any of Buyer’s members, any cities or counties participating in Buyer’s community choice aggregation program, or any of Buyer’s retail customers in connection with the Transaction to which this Confirmation applies.

4. Counterparts: This Confirmation Agreement may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. Delivery of an executed signature page of this Confirmation Agreement by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

5. Surplus Power Use Outside Pacific Northwest: BPA has determined it has surplus power available in the amount marketed for the term of this Confirmation Agreement. All sales of surplus power for use outside the Pacific Northwest under this Confirmation Agreement are subject to the provisions of Public Law 88-552 and Section 9(c) of Public Law 96-501. BPA shall have the right to curtail a portion of, or terminate all of:
(a) the capacity associated with a surplus firm peaking capacity sale on 60 months’ written notice; or (b) the energy associated with a surplus energy sale on a 60-day written notice specifying the amounts and duration of the curtailment or termination, if such capacity and/or energy is needed to meet the capacity and/or energy requirements in the Pacific Northwest. Such curtailments to Buyer shall be limited to the amounts and duration necessary to cover BPA’s projected Pacific Northwest needs. The sale of capacity and/or energy to Appendix A
BPA
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Buyer under this Confirmation Agreement shall continue in months during which such capacity and/or energy is not needed, as determined by BPA, in the Pacific Northwest.

6. BPA Specified Asset Controlling Supplier (ACS) Provisions: The Parties agree this is a confirmation for the delivery of energy with a BPA Specified ACS Emissions Factor sourced from “BPAPOWER” on a NERC e-tag.

AGREED AND ACCEPTED
Bonneville Power Administration Silicon Valley Clean Energy Authority Print Name: Mark E. Miller Print Name:

Title: Account Executive Title
Girish Balachandran
CEO
Date: 3/22/23 Date: 3/23/2023
MARK
MILLER
Digitally signed by MARK
MILLER
Date: 2023.03.22
12:35:49 -07'00'
Appendix A
BPA
DocuSign Envelope ID: 59B6C4D9-D420-490C-9F77-66CF6650F55C Deal: Page 8 SVCE 23PM-16569 2/17/2023

EXHIBIT C-SS

SPECIFIED SOURCE

CONFIRMATION ATTACHMENT
a. Identity of Source:

The following (i) facility, generator, unit or (ii) ACS system (“Source”): ACS System Source CARB IDs, if applicable and available: ARB ID #4000 California Energy Commission RPS ID, if Source is an ERR: N/A WREGIS ID#, if applicable: N/A
b. Source EFsp:

The BPA 2023 ACS Emission Factor posted on the California Air Resources Board website. https://ww2.arb.ca.gov/mrr-acs
c. Carbon Adjustment (rapid settlement if Seller delivers higher emissions factor energy than agreed):

Carbon Adjustment applies unless the following box is checked:

Carbon Adjustment does not apply and instead of Carbon Adjustment, Seller shall compensate Purchaser as follows, in addition to Purchaser’s remedies in Section 21 of the WSPP Agreement, if Seller fails to schedule and deliver energy from the Source unless excused pursuant to the terms of the applicable Schedule or this Confirmation:
[e.g., fixed damages of $0, $2, or % of Carbon Adjustment.] d. EF True-Up (full indemnity for difference between agreed and CARB-assigned emissions factors, settled after verification): EF True-Up does not apply unless one or more of the following boxes that are checked cause a change to EFsp or EFasn:

Change in generator operations or fuel source.

Prospective or retroactive change in law (including AB32).

Other, as follows:

All other circumstances.

EF True Up damages are limited as follows: [e.g., caps] e. RECs Disclosure (not applicable for an ACS system Source): Seller represents and warrants that the Source is not an ERR, unless the box is checked below. This is a disclosure, not an option, and failure to check this box does not excuse performance if the Source is or becomes an ERR.

The Source is an ERR, and Section 6.c therefore applies. f. Regulation Incorporation: This transaction is not Regulation Incorporation unless the following box is checked:

This transaction is Regulation Incorporation and Section 6.e applies. g. Additional provisions:

Appendix A BPA
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CONFIRMATION
Reference:

EEI Master Power Purchase and Sale Agreement
Between Calpine Energy Services, L.P. (“Seller”)
and
Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”) dated March 9, 2018 (“Master Agreement”)
Transaction Date: _______ (the “Effective Date”)
RECITALS:

WHEREAS, Buyer is a California joint powers authority;
WHEREAS, Seller and Buyer desire to set forth the terms and conditions pursuant to which Seller shall supply the Product to Buyer, and Buyer shall take and pay for such supply of Product subject to satisfaction of the conditions herein; and NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Confirmation and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. DEFINITIONS. Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Project(s), or the terms of the Agreement.
“California RPS” or “California Renewables Portfolio Standard” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub.

Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9
th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-026, D.11-12-020, D.11-12-052, D.12-06-038,D.14-12-023, D.16-12-040, and D.17-06- 026 and as may be modified by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“CEC” means the California Energy Commission or its successor agency. “Change in Law” has the meaning set forth in Section 2.2 hereof. 3/23/2023
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2 “Commercially Reasonable Efforts” for the purposes of this Confirmation, “commercially reasonable efforts” or acting in a “commercially reasonable manner” shall not require a Party to undertake extraordinary or unreasonable measures.
“CPUC” means the California Public Utilities Commission or its successor agency. “Delivery Period” shall be the period beginning on the Start Date and ending on the End Date, as set forth in Section 3 below.
“Effective Date” has the meaning set forth in the Reference Section at the beginning of this Confirmation.
“Eligible Renewable Energy Resource” or “ERR” means an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16. “Exhibit(s)” shall be that certain ExhibitA, which is attached hereto and made a part hereof. “FERC” means the Federal Energy Regulatory Commission.
“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.
“Governmental Authority” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement.
“Inter-SC Trade” or “IST” has the meaning set forth in the Tariff. “MW” means megawatt.
“MWh” means megawatt-hour.
“PCC1 Renewable Energy” means Renewable Energy that satisfies the requirements of Section 399.16(b)(1) of the California Public Utilities Code and CPUC Decision 11-12-052, as applicable to the REC Vintage transferred hereunder.
“Product” has the meaning set forth in Section 2.1 hereof. “Project” shall mean the Eligible Renewable Energy Resource(s) used to provide Renewable Energy hereunder.
“Prudent Industry Practices” means any of the practices, methods, techniques and standards (including those that would be implemented and followed by a prudent operator of generating facilities similar to the Project(s) in the United States during the relevant time period) that, in the exercise of reasonable judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result, giving due regard to manufacturers’ warranties and recommendations, contractual obligations, the requirements or guidance of Governmental Authority, including CAISO, Applicable Law(s), the requirements of DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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3 insurers, good business practices, economy, efficiency, reliability, and safety. Prudent Industry Practices shall not be limited to the optimum practice, method, technique or standard to the exclusion of all others, but rather shall be a range of possible practices, methods, techniques or standards.
“REC Vintage” means the date of Energy generation found on a WREGIS Certificate. “Renewable Energy” means Energy and associated Renewable Energy Credits generated by an Eligible Renewable Energy Resource.
“Renewable Energy Contract Price” shall mean the price ($/REC) to be paid by Buyer to Seller for Renewable Energy delivered hereunder, as set forth on Exhibit A. “Renewable Energy Contract Quantity” shall mean the quantity of RECs to be delivered by Seller to Buyer hereunder, as set forth on Exhibit A. “Renewable Energy Credits” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision D.08-08-028, as applicable to the specific REC Vintage(s) transferred hereunder, and as may be amended from time to time or as further defined or supplemented by Law.
“RPS Adjustment” means the reduction in the Compliance Obligation of an electricity importer authorized by and calculated in accordance with section 95852 (b)(4) of the Cap and Trade Regulations and section 95111(b)(5) of the Mandatory Reporting Rule. “Specified Sources of Power” means electricity that is traceable to a specific generation source by any auditable contract trail or equivalent, including a tradable commodity system, that provides commercial verification of the power source.
“WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate” means “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
“WREGIS Operating Rules” means the operating rules and requirements adopted by WREGIS.

2. PRODUCT.

2.1 Seller Delivery Obligation. Throughout the Delivery Period, Seller shall sell and deliver or make available, or cause to be sold and delivered or made available to Buyer, PCC1 Renewable Energy (the “Product”) in the quantity specified in Section 7.1.

2.2 Change in Law. If due to any action by the CPUC or any Governmental Authority, or any change in Applicable Law (a “Change in Law”) occurring after the Effective DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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4 Date that results in material changes to Buyer’s or Seller’s obligations with regard to the Products sold hereunder and that has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the implementation of this Confirmation becomes impossible or impracticable, or otherwise modifies the California RPS or language required to conform to the California RPS, the Parties shall work in good faith to try and revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of Products sold hereunder or Buyer’s compliance with California RPS obligations in order to maintain the original intent of the Parties under this Confirmation. In the event the Parties cannot reach agreement on any such amendments to this Confirmation within sixty (60) days following the Change in Law, to the extent practicable and lawful, Seller shall perform its obligations hereunder with regard to any Product hereunder or compliance with California RPS obligations in accordance with the Applicable Law immediately prior to the Change in Law; provided, however, that notwithstanding the foregoing or anything to the contrary herein, Seller shall not be obligated to perform any obligation hereunder to the extent that doing so would cause Seller to be materially adversely affected. These Change in Law provisions are independent of those set forth in the RPS Standard Terms and Conditions below.

2.3 RPS Standard Terms and Conditions.

STC 6: Eligibility
Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Period of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.

STC REC-1: Transfer of Renewable Energy Credits
Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Period of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.

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5 STC REC-2: Tracking of RECs in WREGIS
Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under this contract.

STC 17: Applicable Law
This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement.

2.4 Resources. For Renewable Energy delivered under this Confirmation, Seller shall use Specified Sources of Power, as further detailed in Exhibit A; provided however, Seller may designate additional Specified Sources of Power upon 5 (five) days prior written notice to Buyer thereof; provided further any such additional Specified Sources of Power shall meet the requirements for the applicable Product as defined herein. The Energy supplied in connection with any Renewable Energy shall comply with applicable California RPS requirements for such Product.

2.5 Delivery of WREGIS Certificates. Throughout the Delivery Period, following generation of the Renewable Energy by the Project(s), Seller shall, at its sole expense, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with the Renewable Energy Contract Quantity are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard for Buyer.

Seller shall comply with all Applicable Law, including, without limitation, the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. The Parties acknowledge and agree that, as of the Effective Date, the WREGIS Certificates associated with the Renewable Energy Contract Quantity for a month are not available for transfer to Buyer until approximately ninety (90) days after the end of such month. Seller shall transfer such WREGIS Certificates in a timely manner after such WREGIS Certificates are available for transfer to Buyer for Buyer’s sole benefit.

Upon receiving written or electronic confirmation from WREGIS that a transfer order has been initiated by Seller, Buyer shall confirm such transfer order in WREGIS within fourteen (14) days to the extent that the WREGIS Certificates included in such transfer conform to the specifications reflected in this Confirmation. In the event that certain WREGIS Certificates fail to conform to the applicable California RPS requirements or WREGIS specifications reflected in this DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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6 Confirmation, Buyer shall be entitled to reject the transfer of any non-conforming WREGIS Certificates and Seller shall replace the non-conforming WREGIS Certificates with an equivalent amount of WREGIS Certificates of the same REC Vintage (i.e. with WREGIS Certificates produced within the same calendar year) and that meet the applicable California RPS requirements or WREGIS specifications reflected in this Confirmation.

Upon either Party’s receipt of notice from WREGIS that a transfer of WREGIS Certificates was not recognized, that Party will immediately notify the other Party, providing a copy of such notice, and both Parties will cooperate in taking such actions as are necessary and commercially reasonable to cause such transfer to be recognized and completed. Each Party agrees to provide copies of its applicable reports to the extent reasonably necessary for WREGIS to verify the accuracy of any fact, statement, charge or computation made pursuant hereto if requested by the other Party.

2.6 Retirement of RECs. To facilitate compliance with obligations of suppliers of Renewable Energy as first deliverers of electricity, as defined in Title 17, California Code of Regulations (“CCR”) Section 95802, to comply with mandatory greenhouse gas reporting requirements in Title 17 CCR Section 95101 with respect to such Renewable Energy, Buyer agrees to retire the RECs for compliance purchased from Seller hereunder no later than four months after the year in which they are produced for each renewable generation period in accordance with Title 17 CCR Section 95852(b)(3)(D) and to provide Seller with the WREGIS retirement report.

2.7 Additional Terms and Conditions
Seller Representations and Warranties: Seller represents and warrants:
(a) Seller has not sold the Product or any attributes of the Product to be transferred to Buyer to any other person or entity;
(b) For the sale of Renewable Energy, Seller receives compensation directly from the CAISO for energy imported or scheduled to the CAISO in real-time on Buyer’s behalf
(c) For the sale of PCC1 Renewable Energy, each Project either:
(i) has a first point of interconnection with a California balancing authority; or
(i) has its first point of interconnection with distribution facilities used to serve end users within a California
balancing authority area; or
(ii) the generation from the Project is scheduled into a California balancing authority without substituting electricity from any DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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7 other source, provided that, if another source provides real-time ancillary services required to maintain an hourly or sub-hourly import schedule into the California balancing authority only the fraction of the schedule actually generated by the Project from which the electricity is procured may count toward this Product; or
(iii) the generation from the Project is scheduled into a California balancing authority pursuant to a dynamic transfer
agreement between the balancing authority where the
Project is located and the California balancing authority into which the generation is scheduled.
(d) For the sale of PCC1 Renewable Energy, Seller has not sold the RECs originally associated with the Product to any other person or entity.
(e) For the sale of PCC1 Renewable Energy, Seller receives compensation directly from the CAISO for energy imported or scheduled to the CAISO in real-time on Buyer’s behalf.
(f) If and to the extent that the PCC1 Renewable Energy Product sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (v) below as of the Effective Date and throughout the generation period:
(i) The upstream third-party contract(s) meets the criteria of California Public Utilities Code Section 399.16(b)(1);
(ii) The upstream third party contract(s) and this Agreement transfers only electricity and RECs that have not yet been generated prior to the commencement of the generation
period;
(iii) The electricity transferred by this Agreement is transferred to Buyer in real time;
(iv) If the Product is scheduled from a Project that is not interconnected to a California balancing authority into a California balancing authority without substituting
electricity from another source, the original hourly or sub-hourly schedule is maintained, and the three preceding conditions are met; and
(v) If the Project has an agreement to dynamically transfer electricity to a California balancing authority, the
transactions implemented under the upstream third party DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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8 contract(s) and this Agreement are not contrary to any condition imposed by a balancing authority participating in the dynamic transfer arrangement.

3. DELIVERY PERIOD. This Confirmation shall be in full force and effect as of the Effective Date. The terms set forth herein shall apply from the Start Date through the End Date, which entire period will comprise the Delivery Period. This Confirmation shall terminate on the date on which both Parties have completed the performance of their obligations hereunder, unless earlier terminated pursuant to the terms hereof.

Start Date: End Date:
4/01/2023 12/31/2023

4. DELIVERY POINT.

Product Delivery Point
Renewable Energy CAISO

5. SCHEDULING. Seller will perform all scheduling requirements applicable to the transaction(s) contemplated under this Confirmation. All scheduling shall be performed consistent with all applicable CAISO and WECC prevailing protocols. The Renewable Energy will be scheduled to the applicable delivery point without (an) IST.

6. PRICING.

6.1 Renewable Energy Contract Price, Invoice and Payment. For each month during the Delivery Period, Seller will invoice Buyer (“Invoice”) for an amount equal to:
the applicable Renewable Energy Contract Price as specified in Exhibit A multiplied by the portion of the Renewable Energy Contract Quantity delivered to Buyer (the “Invoice Amount”), as evidenced by quantity of WREGIS certificates in Seller’s WREGIS account that are available for transfer to Buyer. Within ten (10) days of receipt of payment, Seller shall transfer through WREGIS to Buyer’s WREGIS account, the quantity of Renewable Energy Credits equal to the Invoice Amount.

7. CONTRACT QUANTITIES.

7.1 Renewable Energy. Renewable Energy Contract Quantities and Renewable Energy Contract Prices pursuant to this Confirmation relate to the quantities set forth in Exhibit A. The Renewable Energy sold by Seller to Buyer shall also include all Renewable Energy Credits associated with such Renewable Energy. By each October 1st during the Delivery Period, Seller shall provide a forecasted delivery amount in MWh (“Updated Forecast”) that is between the minimum and maximum DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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9 quantities set forth for the applicable calendar year in Exhibit A. Seller shall deliver +/- 2.5% of the Updated Forecast amount for the applicable calendar year.

8. MONTHLY BILLING SETTLEMENT.

8.1 Specified Source of Power. Seller shall deliver the Specified Source of Power associated with the Renewable Energy to the CAISO at the Delivery Point and shall be entitled to retain all CAISO revenues associated with such delivery.

8.2 Monthly Invoice Timeline. Seller agrees to use commercially reasonable efforts to deliver each monthly invoice to Buyer not later than the tenth (10th) day of the month for RECs that have been transferred to Buyer through WREGIS. The Parties hereby agree that all invoices under this Confirmation shall be due and payable on the later of the twenty-third (23rd) day of the month in which Seller delivered such invoice, or the tenth (10th) day after receipt of invoice, provided that if such day is not a Business Day, then such invoice will be due and payable on the next Business Day.

9. COMPLIANCE REPORTING. Buyer shall be responsible for submitting compliance reports to the CPUC and/or other Governmental Authorities on its own behalf and will require resource information, electronic tagging information, and other documentation to be provided by Seller. Seller shall provide all reasonable information to Buyer necessary for Buyer to timely comply with periodic compliance reporting requirements and as otherwise required by Applicable Law with respect to any Product.

10. NO RESTRICTION. Nothing in this Confirmation shall limit Buyer’s ability to develop its own generation facilities or prevent Buyer from purchasing Energy from other parties or prevent Seller from selling Energy to other parties; provided, however, that Buyer shall remain responsible to pay Seller for the Contract Quantities represented in Exhibit A.

11. STANDARD OF CARE AND GOOD FAITH. When performing its obligations hereunder, Seller shall act in good faith and shall perform all work in a manner consistent with Prudent Industry Practices.

12. SECURITY PROVISION.

DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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This Confirmation is being provided pursuant to and in accordance with the EEI Master Power Purchase and Sale Agreement dated February 28, 2020 (the “Master Agreement”) between Buyer and Seller, and constitutes part of and is subject to the terms and provisions of such Master Agreement. This Confirmation and the Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively be referred to as the “Agreement.” This Confirmation is subject to Exhibit A identified below and that is attached hereto:

Exhibit A – Renewable Energy Contract Quantity and Price Schedule and Specified Sources
CALPINE ENERGY SERVICES, L.P.

Sign:

Print:

Title:

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
Sign:

Print:

Vice President Title:

Jason Armenta
DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 Monica Padilla
COO & Director of Power Resources
DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A Calpine
DocuSigned by:
[ IIMIAi~ P 0vJillo., Sf3FC 104 I 1084C0 ...

Exhibit A-1
Exhibit A
Specified Sources of PCC1 Renewable Energy
Name of Facility Delivery Point CEC
RPS ID
Delivery Period Host
Balancing
Authority
Aidlin Power Plant POD_ADLIN_1_UNITS-APND 60115A Full Delivery Term
CAISO
Sonoma Power
Plant
POD_SMUDGO_7_UNIT 1-
APND
60010A Full Delivery
Term
CAISO
Geysers Units
5&6
POD_GYS5X6_7_UNITS-APND 60002A Full Delivery
Term
CAISO
Geysers Units
7&8
POD_GYS7X8_7_UNITS-APND 60003A Full Delivery
Term
CAISO
Geysers Unit 11 POD_GEYS11_7_UNIT11-
APND
60025A Full Delivery
Term
CAISO
Geysers Unit 12 POD_GEYS12_7_UNIT12-
APND
60004A Full Delivery
Term
CAISO
Geysers Unit 13 POD_GEYS13_7_UNIT13-
APND
60005A Full Delivery
Term
CAISO
Geysers Unit 14 POD_GEYS14_7_UNIT14-
APND
60026A Full Delivery
Term
CAISO
Geysers Unit 16 POD_GEYS16_7_UNIT16-
APND
60006A Full Delivery
Term
CAISO
Geysers Unit 17 POD_GEYS17_7_UNIT17-
APND
60007A Full Delivery
Term
CAISO
Geysers Unit 18 POD_GEYS18_7_UNIT18-
APND
60008A Full Delivery
Term
CAISO
Calistoga Power
Plant
POD_SANTFG_7_UNITS-APND 60117A Full Delivery
Term
CAISO
Geysers Unit 20 POD_GEYS20_7_UNIT20-
APND
60009A Full Delivery
Term
CAISO
RE Slat 1 LLC –
Stanford Phase
POD_SLATE_7_N004-APND 64917A Full Delivery
Term
CAISO
Rosamond I -
West Solar - Solar
Star California

XLI, LLC
POD_SGSAVF1_7_N00-APND 60855A Full Delivery
Term
CAISO
DocuSign Envelope ID: 57E34A6D-9491-4876-B32B-11487F7AF640 DocuSign Envelope ID: 8BE4C0FE-3689-4072-A024-F186F9261B9C Appendix A
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